Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2020 | |
Document and Entity Information | |
Entity Registrant Name | AdaptHealth Corp. |
Entity Central Index Key | 0001725255 |
Document Type | S-1 |
Entity Filer Category | Accelerated Filer |
Amendment Flag | false |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 48,163,701 | $ 76,878,134 |
Accounts receivable | 118,650,575 | 78,619,230 |
Inventory | 17,967,948 | 13,239,037 |
Prepaid and other current assets | 9,759,439 | 12,678,423 |
Total current assets | 194,541,663 | 181,414,824 |
Equipment and other fixed assets, net | 87,300,924 | 63,559,080 |
Goodwill | 340,806,853 | 266,790,518 |
Other assets | 5,670,301 | 6,851,892 |
Deferred tax assets | 33,518,857 | 27,505,379 |
Total Assets | 661,838,598 | 546,121,693 |
Current liabilities: | ||
Accounts payable and accrued expenses | 136,071,887 | 102,728,093 |
Current portion of capital lease obligations | 20,421,195 | 19,749,854 |
Current portion of long-term debt | 2,615,705 | 1,721,132 |
Contract liabilities | 15,584,066 | 9,556,423 |
Other liabilities | 16,459,388 | 17,138,684 |
Total current liabilities | 191,152,241 | 150,894,186 |
Long-term debt, less current portion | 463,552,896 | 395,111,563 |
Capital lease obligations, less current portion | 165,876 | 233,139 |
Other long-term liabilities | 36,580,187 | 29,364,151 |
Total Liabilities | 691,285,324 | 575,369,900 |
Commitments and contingencies (note 14) | ||
Stockholders' Deficit | ||
Additional paid-in capital | 21,843,967 | 11,252,052 |
Accumulated deficit | (27,367,676) | (27,209,514) |
Accumulated other comprehensive income | (5,139,138) | 1,431,029 |
Total stockholders' deficit attributable to AdaptHealth Corp. | (10,655,455) | (14,519,195) |
Noncontrolling interest in subsidiaries | (18,791,271) | (14,729,012) |
Total Stockholders' Equity (Deficit) | (29,446,726) | (29,248,207) |
Total Liabilities and Stockholders' Deficit | 661,838,598 | 546,121,693 |
Class A Common Stock | ||
Stockholders' Deficit | ||
Common stock value | 4,336 | 4,082 |
Class B Common Stock | ||
Stockholders' Deficit | ||
Common stock value | $ 3,056 | $ 3,156 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 | Jul. 08, 2019 | Jul. 07, 2019 |
Common stock, par value (in dollars per share) | $ 0.0001 | |||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | ||
Preferred stock, shares issued (in shares) | 0 | 0 | ||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||
Class A Common Stock | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized (in shares) | 210,000,000 | 210,000,000 | ||
Common stock, shares issued (in shares) | 43,354,251 | 40,816,292 | ||
Common stock, shares outstanding (in shares) | 43,354,251 | 40,816,292 | 40,296,166 | 31,250,000 |
Class B Common Stock | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized (in shares) | 35,000,000 | 35,000,000 | ||
Common stock, shares issued (in shares) | 30,563,799 | 31,563,799 | ||
Common stock, shares outstanding (in shares) | 30,563,799 | 31,563,799 | 32,113,799 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue: | ||||
Net revenue | $ 191,439,034 | $ 119,498,274 | $ 529,644,247 | $ 345,278,337 |
Revenue, Product and Service [Extensible List] | us-gaap:HealthCarePatientServiceMember | us-gaap:HealthCarePatientServiceMember | us-gaap:HealthCarePatientServiceMember | |
Costs and expenses: | ||||
Cost of net revenue | $ 166,539,690 | $ 100,226,876 | $ 440,386,387 | 293,384,635 |
Cost, Product and Service [Extensible List] | us-gaap:HealthCarePatientServiceMember | us-gaap:HealthCarePatientServiceMember | us-gaap:HealthCarePatientServiceMember | |
General and administrative expenses | $ 14,346,919 | $ 13,082,631 | $ 56,492,554 | 18,068,821 |
Depreciation, excluding patient equipment depreciation | 1,241,837 | 840,722 | 3,068,477 | 2,733,807 |
Total costs and expenses | 182,128,446 | 114,150,229 | 499,947,418 | 314,187,263 |
Operating income | 9,310,588 | 5,348,045 | 29,696,829 | 31,091,074 |
Interest expense, net | 7,938,243 | 6,260,331 | 39,304,488 | 7,452,737 |
Loss on extinguishment of debt | 2,121,451 | 2,121,451 | 1,398,929 | |
Income (loss) before income taxes | 1,372,345 | (3,033,737) | (11,729,110) | 22,239,408 |
Income tax expense | 1,106,722 | 2,418,441 | 1,156,002 | (2,097,705) |
Net income (loss) | 265,623 | (5,452,178) | (12,885,112) | 24,337,113 |
Income attributable to noncontrolling interest | 423,785 | 348,139 | 2,110,783 | 1,076,766 |
Net loss attributable to AdaptHealth Corp. | $ (158,162) | $ (5,800,317) | $ (14,995,895) | $ 23,260,347 |
Net loss per common share: | ||||
Basic and diluted (per share) | $ (0.42) | $ (0.66) | $ 1.95 | |
Weighted average shares outstanding for net loss attributable to AdaptHealth Corp.: | ||||
Basic and diluted (shares) | 41,976,560 | 13,863,570 | 22,557,213 | 11,899,898 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Consolidated Statements of Comprehensive Income (Loss) | ||||
Net income (loss) | $ 265,623 | $ (5,452,178) | $ (12,885,112) | $ 24,337,113 |
Other comprehensive loss: | ||||
Interest rate swap agreements, inclusive of reclassification adjustment | (11,417,216) | 2,536,836 | ||
Comprehensive loss | (11,151,593) | (5,452,178) | (10,348,276) | 24,337,113 |
Net income attributable to noncontrolling interests | 423,785 | 348,139 | 2,110,783 | 1,076,766 |
Comprehensive loss attributable to AdaptHealth Corp. | $ (11,575,378) | $ (5,800,317) | $ (12,459,059) | $ 23,260,347 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) / Members' Equity (Deficit) - USD ($) | Class A Common StockCommon Stock | Class A Common Stock | Class B Common StockCommon Stock | Class B Common Stock | Members interest | Additional paid-in capital | Accumulated Deficit | Accumulated other comprehensive income | Noncontrolling interests in subsidiaries | Total |
Members equity, Beginning Balance at Dec. 31, 2017 | $ 33,455,223 | $ (36,180,242) | $ 2,088,359 | $ (636,660) | ||||||
Limited Liability Company (LLC) Members' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||||||||||
Equity-based compensation | 883,373 | 883,373 | ||||||||
Members equity, Ending Balance at Dec. 31, 2018 | 113,274,181 | (13,370,648) | 2,865,125 | 102,768,658 | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||||||||||
Issuance of common stock for acquisitions | 78,484,832 | 78,484,832 | ||||||||
Cashless exercise of warrants | 134,350 | (134,350) | ||||||||
Net income (loss) | 23,260,347 | 1,076,766 | 24,337,113 | |||||||
Balance at end of period at Dec. 31, 2018 | 0 | |||||||||
Limited Liability Company (LLC) Members' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||||||||||
Issuance of members' interest, net of offering costs of $837,156 | 19,162,844 | 19,162,844 | ||||||||
Redemption of members' interest | (2,112,500) | (1,600,955) | (3,713,455) | |||||||
Distributions to members | (250,000,000) | (250,000,000) | ||||||||
Equity-based compensation | 5,223,108 | 5,223,108 | ||||||||
Members equity, Ending Balance at Mar. 31, 2019 | 135,547,633 | (270,771,920) | 3,213,264 | (132,011,023) | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||||||||||
Net income (loss) | (5,800,317) | 348,139 | (5,452,178) | |||||||
Members equity, Beginning Balance at Dec. 31, 2018 | 113,274,181 | (13,370,648) | 2,865,125 | 102,768,658 | ||||||
Limited Liability Company (LLC) Members' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||||||||||
Issuance of members' interest, net of offering costs of $837,156 | 19,162,844 | 19,162,844 | ||||||||
Redemption of members' interest | (2,112,500) | (1,600,955) | (3,713,455) | |||||||
Distributions to members | (250,000,000) | (250,000,000) | ||||||||
Equity-based compensation | $ 6,914,677 | 6,914,677 | ||||||||
Members equity, Ending Balance at Dec. 31, 2019 | 0 | |||||||||
Balance at beginning of period at Dec. 31, 2018 | 0 | |||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||||||||||
Exchange of Class B Common Stock to Class A Common Stock | $ 55 | $ (55) | $ (820,121) | 820,121 | ||||||
Exchange of Class B Common Stock to Class A Common Stock (in shares) | 550,000 | (550,000) | ||||||||
Equity-based compensation | 4,155,398 | 4,155,398 | ||||||||
Net income (loss) | (12,885,112) | |||||||||
Equity activity resulting from Tax Receivable Agreement | 8,200,580 | 8,200,580 | ||||||||
Change in fair value of interest rate swaps, net of reclassification adjustment | $ 1,431,029 | 1,105,807 | 2,536,836 | |||||||
Balance at end of period at Dec. 31, 2019 | $ 4,082 | $ 3,156 | 11,252,052 | (27,209,514) | 1,431,029 | (14,729,012) | (29,248,207) | |||
Balance at end of period (in shares) at Dec. 31, 2019 | 40,816,292 | 40,816,292 | 31,563,799 | 31,563,799 | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||||||||||
Issuance of common stock for acquisitions | $ 39 | 6,247,976 | $ 6,248,015 | |||||||
Issuance of common stock for acquisitions (in shares) | 386,874 | |||||||||
Exchange of Class B Common Stock to Class A Common Stock | $ 100 | $ (100) | (361,005) | 361,005 | ||||||
Exchange of Class B Common Stock to Class A Common Stock (in shares) | 1,000,000 | (1,000,000) | ||||||||
Cashless exercise of warrants | $ 109 | (109) | ||||||||
Cashless exercise of warrants (in shares) | 1,092,468 | 1,092,468 | ||||||||
Equity-based compensation | $ 6 | 2,222,603 | $ 2,222,609 | |||||||
Equity-based compensation (in shares) | 58,617 | |||||||||
Net income (loss) | (158,162) | 423,785 | 265,623 | |||||||
Equity activity resulting from Tax Receivable Agreement | 2,482,450 | 2,482,450 | ||||||||
Change in fair value of interest rate swaps, net of reclassification adjustment | (6,570,167) | (4,847,049) | (11,417,216) | |||||||
Balance at end of period at Mar. 31, 2020 | $ 4,336 | $ 3,056 | $ 21,843,967 | $ (27,367,676) | $ (5,139,138) | $ (18,791,271) | $ (29,446,726) | |||
Balance at end of period (in shares) at Mar. 31, 2020 | 43,354,251 | 43,354,251 | 30,563,799 | 30,563,799 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Equity (Deficit) / Members' Equity (Deficit) (Parenthetical) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2019 | |
Consolidated Statements of Changes in Stockholders' Equity (Deficit) / Members' Equity (Deficit) | ||
Issuance of members' interest, offering costs | $ 837,156 | $ 837,156 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||||
Net income (loss) | $ 265,623 | $ (5,452,178) | $ (12,885,112) | $ 24,337,113 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||||
Depreciation, including patient equipment depreciation | 16,740,154 | 14,971,628 | 62,566,500 | 47,876,835 |
Equity-based compensation | 2,222,609 | 5,223,108 | 11,070,075 | 883,373 |
Deferred income tax | 479,092 | 1,483,430 | 895,298 | (2,875,895) |
Change in fair value of interest rate swaps, net of reclassification adjustment | (707,381) | 2,702,400 | 11,425,921 | (546,832) |
Change in fair value of contingent consideration | (2,000,000) | (150,000) | ||
Amortization of deferred financing costs | 391,591 | 136,801 | 1,311,573 | 477,781 |
Write-off of deferred financing costs | 2,121,451 | 2,121,451 | 1,219,205 | |
Gain on sale of investment | (590,701) | |||
Changes in operating assets and liabilities, net of effects from acquisitions: | ||||
Accounts receivable | (20,457,579) | (8,636,030) | (20,197,521) | (22,042,721) |
Inventory | 51,528 | (161,065) | (1,305,350) | 2,309,508 |
Prepaid and other assets | 3,908,676 | (172,468) | (9,558,118) | (1,579,969) |
Accounts payable and accrued expenses | 24,076,642 | 4,015,039 | 14,157,579 | 2,691,981 |
Net cash provided by operating activities | 24,380,254 | 16,232,116 | 60,417,846 | 68,426,808 |
Cash flows from investing activities: | ||||
Purchases of equipment and other fixed assets | (7,534,433) | (5,297,940) | (21,331,581) | (9,949,930) |
Proceeds from sale of investment | 2,045,701 | |||
Payments for business acquisitions, net of cash acquired | (105,840,930) | (20,881,343) | (63,538,392) | (86,334,011) |
Net cash used in investing activities | (111,329,662) | (26,179,283) | (84,869,973) | (96,283,941) |
Cash flows from financing activities: | ||||
Proceeds from borrowings on long-term debt and lines of credit | 70,000,000 | 317,000,000 | 305,000,000 | 140,000,000 |
Repayments on long-term debt and lines of credit | (984,480) | (151,916,121) | (194,071,757) | (24,830,307) |
Payments on capital leases | (10,780,545) | (9,874,276) | (37,271,512) | (27,936,993) |
Proceeds from issuance of promissory note payable | 100,000,000 | 100,000,000 | ||
Proceeds from issuance of members' interests | 20,000,000 | 20,000,000 | ||
Payments for equity issuance costs | (837,156) | (837,156) | ||
Payments of deferred financing costs | (9,027,753) | (9,027,753) | (2,715,849) | |
Distributions to members | (250,000,000) | (250,000,000) | ||
Payment of contingent consideration | (12,000,000) | (13,000,000) | ||
Payments for redemption of members' interest | (3,713,455) | (3,713,455) | ||
Net cash provided by (used in) financing activities | 58,234,975 | (368,761) | 76,144,580 | 48,768,480 |
Net change in cash and cash equivalents | (28,714,433) | (10,315,928) | 51,692,453 | 20,911,347 |
Cash and cash equivalents - beginning of the period | 76,878,134 | 25,185,681 | 25,185,681 | 4,274,334 |
Cash and cash equivalents - end of the period | 48,163,701 | 14,869,753 | 76,878,134 | 25,185,681 |
Supplemental disclosures: | ||||
Cash paid for interest | 7,704,405 | 2,829,928 | 23,074,703 | 7,327,942 |
Cash paid for income taxes | 2,085,831 | 39,244 | 1,318,330 | 405,205 |
Noncash investing and financing activities: | ||||
Equipment acquired under capital lease obligations | 9,757,735 | 8,564,442 | 36,267,634 | 27,079,171 |
Unpaid equipment and other fixed asset purchases at end of year | 7,814,170 | 11,073,629 | $ 8,514,047 | $ 12,557,763 |
Equity consideration issued in connection with an acquisition | $ 6,248,015 | |||
Contingent purchase price in connection with acquisitions | 1,500,000 | |||
Seller note issued in connection with an acquisition | $ 2,000,000 |
General Information
General Information | 3 Months Ended |
Mar. 31, 2020 | |
General Information | |
General Information | (1) AdaptHealth Corp. and subsidiaries (AdaptHealth or the Company), f/k/a DFB Healthcare Acquisitions Corp. (DFB) is a leading provider of home healthcare equipment, medical supplies to the home and related services in the United States. AdaptHealth focuses primarily on providing (i) sleep therapy equipment, supplies and related services (including CPAP and bi‑PAP services) to individuals suffering from obstructive sleep apnea (OSA), (ii) home medical equipment (HME) to patients discharged from acute care and other facilities, (iii) oxygen and related chronic therapy services in the home, and (iv) other HME medical devices and supplies on behalf of chronically ill patients with diabetes care, wound care, urological, ostomy and nutritional supply needs. AdaptHealth services beneficiaries of Medicare, Medicaid and commercial insurance payors. On July 8, 2019, AdaptHealth Holdings LLC (AdaptHealth Holdings) entered into an Agreement and Plan of Merger (the Merger Agreement), as amended on October 15, 2019, with DFB, pursuant to which AdaptHealth Holdings combined with DFB (the Business Combination). The Business Combination closed on November 8, 2019. Refer to Note 3, Significant Transactions , for additional information regarding the Business Combination. Unless the context otherwise requires, “the Company”, “we,” “us,” and “our” refer, for periods prior to the closing of the Business Combination, to AdaptHealth Holdings and its subsidiaries and, for periods upon or after the closing of the Business Combination, to AdaptHealth Corp. and its subsidiaries, including AdaptHealth Holdings and its subsidiaries. The consolidated interim financial statements are unaudited, but reflect all normal recurring adjustments that are, in the opinion of management, necessary to fairly present the information set forth herein. The interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Interim results are not necessarily indicative of the results for a full year. There have been no material changes in the Company’s significant accounting policies as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. (a) Basis of Presentation The consolidated interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). In the opinion of management, the consolidated interim financial statements include all necessary adjustments for a fair presentation of the financial position and results of operations for the periods presented. The Business Combination was accounted for as a reverse recapitalization, with DFB treated as the acquired company and AdaptHealth Holdings as the acquirer, for financial reporting purposes. Therefore, the equity structure has been restated to that of the Company. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the Securities Act), as modified by the Jumpstart our Business Startups Act of 2012, (the JOBS Act), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and other exemptions. (b) Basis of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. (c) Concentration of Credit Risk Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and trade accounts receivable. The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents. (d) Accounting Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and reported amounts of revenues and expenses during the reporting period. Management bases these estimates and assumptions upon historical experience, existing and known circumstances, authoritative accounting pronouncements and other factors that management believes to be reasonable. Significant areas requiring the use of management estimates relate to revenue recognition and the valuation of accounts receivable (implicit price concession), income taxes, contingent consideration, equity-based compensation, interest rate swaps, and long-lived assets, including goodwill. Actual results could differ from those estimates. (e) Business Segment The Company’s chief operating decision-makers are its Chief Executive Officer and President, who make resource allocation decisions and assess performance based on financial information presented on an aggregate basis. There are no segment managers who are held accountable by the chief operating decision-makers, or anyone else, for any planning, strategy and key decision-making regarding operations. The corporate office is responsible for contract negotiation with vendors and payors, corporate compliance with healthcare laws and regulations, and revenue cycle management. Accordingly, the Company has a single reportable segment and operating segment structure. (f) Recently Issued Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842) (ASU 2016-02), which amended authoritative guidance on accounting for leases. The new provisions require that a lessee of operating leases recognize a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term. The Company is required to adopt the new standard for the annual reporting period beginning January 1, 2021, and interim reporting periods beginning January 1, 2022. The adoption of this standard is expected to have a material impact on the Company’s financial position. The Company is still evaluating the impact on its results of operations and does not expect the adoption of this standard to have an impact on liquidity. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (ASC Topic 350): Simplifying the Test for Goodwill Impairment , which will eliminate the requirement to calculate the implied fair value of goodwill, commonly referred to as “Step 2” in the current goodwill impairment test. An entity will still have the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The Company adopted this standard on January 1, 2020, which did not have a material impact on the Company’s consolidated financial statements. .. |
Revenue Recognition and Account
Revenue Recognition and Accounts Receivable | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition and Accounts Receivable | (2) Revenue Recognition and Accounts Receivable Revenue Recognition The Company generates revenues for services and related products that the Company provides to patients for home medical equipment, related supplies, and other items. The Company’s revenues are recognized in the period in which services and related products are provided to customers and are recorded either at a point in time for the sale of supplies and disposables, or over the fixed monthly service period for equipment. Revenues are recognized when control of the promised good or service is transferred to customers, in an amount that reflects the consideration to which the Company expects to receive from patients or under reimbursement arrangements with Medicare, Medicaid and third-party payors, in exchange for those goods and services. Sales revenue is recognized upon transfer of control of products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. Revenues for the sale of durable medical equipment and related supplies, including oxygen equipment, ventilators, wheelchairs, hospital beds and infusion pumps, are recognized at the time of delivery. The Company provides certain equipment to patients which is reimbursed periodically in fixed monthly payments for as long as the patient is using the equipment and medical necessity continues (in certain cases, the fixed monthly payments are capped at a certain amount). The equipment provided to the patient is based upon medical necessity as documented by prescriptions and other documentation received from the patient’s physician. The patient generally does not negotiate or have input with respect to the manufacturer or model of the equipment prescribed by their physician and delivered by the Company. Once initial delivery of this equipment is made to the patient for initial setup, a monthly billing process is established based on the initial setup service date. The Company recognizes the fixed monthly revenue ratably over the service period as earned, less estimated adjustments, and defers revenue for the portion of the monthly bill that is unearned. No separate revenue is earned from the initial setup process. Included in fixed monthly revenue are unbilled amounts for which the revenue recognition criteria had been met as of period-end but were not yet billed to the payor. The estimate of net unbilled fixed monthly revenue recognized is based on historical trends and estimates of future collectability. The Company disaggregates net revenue from contracts with customers by payor type and by core service lines. The Company believes that disaggregation of net revenue into these categories depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The payment terms and conditions within the Company’s revenue-generating contracts vary by payor type and payor source. The composition of net revenue by payor type for the three months ended March 31, 2020 and 2019 are as follows: Three Months Ended March 31, 2020 2019 Insurance $ 114,450,697 $ 67,717,162 Government 51,244,994 38,100,765 Patient pay 25,743,343 13,680,347 Net revenue $ 191,439,034 $ 119,498,274 The composition of net revenue by core service lines for the three months ended March 31, 2020 and 2019 are as follows: Three Months Ended March 31, 2020 2019 Net sales revenue: Sleep $ 68,893,964 $ 47,127,169 Supplies to the home 33,338,901 2,028,936 HME 11,579,127 10,489,009 Respiratory 2,768,427 1,279,075 Other 12,393,306 8,031,775 Total net sales revenue $ 128,973,725 $ 68,955,964 Net revenue from fixed monthly equipment reimbursements: Sleep $ 22,668,559 $ 18,056,858 HME 12,177,277 10,242,636 Respiratory 25,006,951 20,429,189 Other 2,612,522 1,813,627 Total net revenue from fixed monthly equipment reimbursements $ 62,465,309 $ 50,542,310 Total net revenue: Sleep $ 91,562,523 $ 65,184,027 Supplies to the home 33,338,901 2,028,936 HME 23,756,404 20,731,645 Respiratory 27,775,378 21,708,264 Other 15,005,828 9,845,402 Total net revenue $ 191,439,034 $ 119,498,274 Accounts Receivable Due to the continuing changes in the healthcare industry and third-party reimbursement environment, certain estimates are required to record accounts receivable at their net realizable values. Inherent in these estimates is the risk that they will have to be revised or updated as additional information becomes available. The complexity of third-party billing arrangements and laws and regulations governing Medicare and Medicaid may result in adjustments to amounts originally recorded. The Company performs a periodic analysis to review the valuation of accounts receivable and collectability of outstanding balances. Management’s evaluation takes into consideration such factors as historical bad debt experience, business and economic conditions, trends in healthcare coverage, other collection indicators and information about specific receivables. The Company’s evaluation also considers the age and composition of the outstanding amounts in determining their estimated net realizable value. Included in accounts receivable are earned but unbilled accounts receivables. Billing delays, ranging from several days to several weeks, can occur due to the Company’s policy of compiling required payor specific documentation prior to billing for its services rendered. The Company recorded unbilled revenue of $18,064,863 and $8,611,272 as of March 31, 2020 and December 31, 2019, respectively. |
Significant Transactions
Significant Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Significant Transactions [Abstract] | |
Significant Transactions | (3) Significant Transactions Acquisitions During the three months ended March 31, 2020 and 2019, the Company made several acquisitions to strengthen its current market share in existing markets or to expand into new markets. The goodwill generated from these acquisitions is attributable to expected growth and cost synergies and the expected contribution of each acquisition to the overall Company strategy and is expected to be deductible for tax purposes. The estimated fair values of the net assets of acquired businesses as described below are subject to change resulting from such items as working capital adjustments post-acquisition. As a result, the acquisition accounting for certain acquired businesses could change in subsequent periods resulting in adjustments to goodwill once finalized. Three Months Ended March 31, 2020 On January 2, 2020, the Company purchased 100% of the equity interests of the Patient Care Solutions business (PCS), a subsidiary of McKesson Corporation. PCS is a home medical equipment supplies business. The Company allocated the consideration paid to the estimated fair values of the net assets acquired on a preliminary basis, including $16.3 million to accounts receivable, $0.5 million to equipment and other fixed assets, $1.4 million to goodwill, and $3.2 million of net liabilities to other working capital accounts. In addition, on March 2, 2020, the Company purchased certain assets of the durable medical equipment business of Advanced Home Care, Inc. (Advanced). The Company allocated the consideration paid to the estimated fair values of the net assets acquired on a preliminary basis, including $18.5 million to equipment and other fixed assets, $38.5 million to goodwill, and $1.5 million of net assets in other working capital accounts. The acquisition of Advanced also includes a potential contingent payment of up to $9.0 million based on certain conditions after closing. The Company is in the process of determining the fair value of such contingent payment, and as such an estimated fair value was not included in the consideration paid as part of the Company’s preliminary acquisition accounting. The valuation of such payment will be completed during the second quarter of 2020. In addition, during the period, the Company completed acquisitions of certain individually immaterial businesses, the results of which were immaterial to the Company’s results for the three months ended March 31, 2020. The following table summarizes the consideration paid for the acquisitions during the three months ended March 31, 2020: Cash consideration $ 106,178,017 Equity consideration 6,248,015 Deferred payments 14,250 Total $ 112,440,282 The Company allocated the consideration paid to the net assets acquired based on their estimated fair values. The Company is still evaluating the fair value of certain assets and liabilities for which provisional amounts were recorded and expects to finalize such evaluation during the second quarter of 2020. Based upon management’s evaluation, which is preliminary and subject to completion of working capital and other adjustments, the consideration paid was allocated as follows during the three months ended March 31, 2020: Cash $ 337,087 Accounts receivable 19,573,766 Inventory 4,780,439 Prepaid and other current assets 1,334,306 Equipment and other fixed assets 24,406,410 Goodwill 74,016,335 Accounts payable and accrued expenses (6,494,599) Contract liabilities (2,467,643) Unfavorable lease liability (1,418,931) Capital lease obligations (1,626,888) Net assets acquired $ 112,440,282 Three Months Ended March 31, 2019 On January 2, 2019, the Company purchased 100% of the equity of Gould’s Discount Medical, LLC (Goulds). Goulds is a home medical equipment and supplies business. During the three months ended March 31, 2019, the Company allocated the consideration paid to the estimated fair values of the net assets acquired on a preliminary basis, including $3.7 million to accounts receivable, $2.4 million to inventory, $1.7 million to equipment and other fixed assets, $18.6 million to goodwill, and $2.1 million of net liabilities to other working capital accounts. In addition, during the period, the Company completed acquisitions of certain individually immaterial businesses, the results of which were immaterial to the Company’s results for the three months ended March 31, 2019. The following table summarizes the consideration paid for the acquisitions during the three months ended March 31, 2019. Cash consideration $ 21,562,495 Seller note 2,000,000 Estimated contingent consideration 1,500,000 Total $ 25,062,495 The Company allocated the consideration paid to the net assets acquired based on their estimated fair values. Based upon management’s evaluation, which was preliminary and subject to completion of working capital and other adjustments, the consideration paid was allocated as follows during the three months ended March 31, 2019. The Company finalized the valuation of the fair value of the net assets acquired for these acquisitions during the remainder of 2019. Cash $ 117,000 Accounts receivable 3,691,030 Inventory 2,468,427 Prepaid and other current assets 11,835 Equipment and other fixed assets 1,658,714 Goodwill 19,381,515 Accounts payable and accrued expenses (2,266,026) Net assets acquired $ 25,062,495 During the three months ended March 31, 2019, the Company received net cash of $564,152 relating to working capital adjustments associated with businesses that were acquired during 2018 which was recorded as a reduction to goodwill during the period. Pro‑Forma Information The unaudited pro-forma financial information presented below has been prepared by adjusting the historical results of the Company to include the historical results of the significant acquisitions described above. The unaudited pro-forma financial information is presented for illustrative purposes only and may not be indicative of the results of operations that would have actually occurred. In addition, future results may vary significantly from the results reflected in the pro-forma information. The unaudited pro-forma financial information does not reflect the impact of future events that may occur after the acquisitions, such as the impact of cost savings or other synergies that may result from these acquisitions, and does not include interest expense associated with debt incurred to fund the acquisitions. Three Months Ended March 31, 2020 2019 Net revenue $ 204,619,618 $ 181,724,059 Operating income (loss) $ 9,082,482 $ (4,746,892) The pro-forma operating loss for the three months ended March 31, 2019 is primarily due to operating losses related to PCS. Results of Businesses Acquired The following table presents the amount of net revenue and operating income (loss) since the respective acquisition dates included in the Company’s consolidated statements of operations for the three months ended March 31, 2020 and 2019: Three Months Ended March 31, 2020 2019 Net revenue $ 40,724,747 $ 8,626,378 Operating income (loss) $ (5,559,851) $ 1,431,523 The operating loss for the three months ended March 31, 2020 is primarily due to operating losses related to PCS. Business Combination As discussed in Note 1, General Information , on July 8, 2019, AdaptHealth Holdings entered into the Merger Agreement, as amended on October 15, 2019, with DFB, pursuant to which AdaptHealth Holdings combined with DFB. The completion of the Business Combination (the Closing) occurred on November 8, 2019. AdaptHealth Holdings was the accounting acquirer in the Business Combination, which was treated as a reverse recapitalization. Accordingly, for accounting purposes, the merger was treated as the equivalent of AdaptHealth Holdings issuing stock for the net assets of DFB, accompanied by a recapitalization. In connection with the Business Combination, the name of the combined company was changed to AdaptHealth Corp. Following the Closing of the Business Combination, the holders of Class A Common Stock owned an approximate 56% direct controlling interest, with the remaining 44% direct noncontrolling interest owned by the former owners of AdaptHealth Holdings in the form of common units representing limited liability company interests in AdaptHealth Holdings from and after the Closing (New AdaptHealth Units), which is presented as noncontrolling interest in the consolidated financial statements. These members hold common unit interests of AdaptHealth Holdings and a corresponding number of shares of non-economic Class B Common Stock, which enables the holder to one vote per share. The New AdaptHealth Units and a corresponding number of shares of Class B Common Stock are exchangeable on a one-to-one basis for shares of Class A Common Stock. The holders of New AdaptHealth Units owned an approximate 41% direct noncontrolling economic interest in AdaptHealth Holdings at March 31, 2020. This direct noncontrolling interest will continue to decrease as New AdaptHealth Units and a corresponding number of shares of Class B Common Stock are exchanged for shares of Class A Common Stock. |
Equipment and Other Fixed Asset
Equipment and Other Fixed Assets | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Equipment and Other Fixed Assets | ||
Equipment and Other Fixed Assets | (4) Equipment and Other Fixed Assets Equipment and other fixed assets as of March 31, 2020 and December 31, 2019 are as follows: March 31, December 31, 2020 2019 Patient medical equipment $ 132,311,790 $ 112,070,831 Vehicles 6,916,895 4,461,041 Other 18,456,871 15,474,589 157,685,556 132,006,461 Less accumulated depreciation (70,384,632) (68,447,381) $ 87,300,924 $ 63,559,080 | (4) Equipment and Other Fixed Assets Equipment and other fixed assets as of December 31, 2019 and 2018 are as follows: 2019 2018 Patient medical equipment $ 112,070,831 $ 123,881,314 Vehicles 4,461,041 3,903,819 Other 15,474,589 12,704,131 132,006,461 140,489,264 Less accumulated depreciation (68,447,381) (78,887,914) $ 63,559,080 $ 61,601,350 For the years ended December 31, 2019 and 2018, the Company recorded depreciation expense of $62,566,500 and $47,876,835, respectively. During the years ended December 31, 2019 and 2018, the Company wrote off $72,784,264 and $231,090 of fully depreciated patient medical equipment, respectively. |
Goodwill
Goodwill | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Goodwill. | ||
Goodwill | (5) Goodwill The change in the carrying amount of goodwill for the three months ended March 31, 2020 was as follows: Balance at December 31, 2019 $ 266,790,518 Acquired goodwill during the period 74,016,335 Balance at March 31, 2020 $ 340,806,853 The Company did not record any goodwill impairment charges during the three months ended March 31, 2020 and 2019. | (5) Goodwill The change in the carrying amount of goodwill for the years ended December 31, 2019 and 2018 were as follows: Accumulated Gross carrying impairment Net carrying amount losses amount Balance at December 31, 2017 $ 38,628,391 — 38,628,391 Acquired goodwill during the period 164,757,821 — 164,757,821 Decrease (950,000) — (950,000) Balance at December 31, 2018 $ 202,436,212 — 202,436,212 Acquired goodwill during the period 65,269,470 — 65,269,470 Receipt of prior escrow payment (504,000) (504,000) Decrease (411,164) — (411,164) Balance at December 31, 2019 $ 266,790,518 — 266,790,518 As discussed in Note 3, Acquisitions , in connection with the acquisition of HME in 2018, the Company made an escrow payment of $1,000,000 that would either be due to the sellers or paid back to the Company within one year subject to certain conditions after closing. Based on the outcome of such conditions, the Company received $504,000 of the escrow funds during the year ended December 31, 2019 and recorded that amount as a reduction of goodwill. The other decreases in the table above primarily relates to working capital and other measurement period adjustments relating to businesses that were acquired by the Company during 2018. |
Fair Value of Assets and Liabil
Fair Value of Assets and Liabilities | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Fair Value of Assets and Liabilities | ||
Fair Value of Assets and Liabilities | (6) Fair Value of Assets and Liabilities FASB ASC Topic 820, Fair Value Measurements and Disclosures (ASC 820), creates a single definition of fair value, establishes a framework for measuring fair value in U.S. GAAP and expands disclosures about fair value measurements. Assets and liabilities adjusted to fair value in the balance sheet are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Level inputs, as defined by ASC 820, are as follows: Level input Input Definition Level 1 Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date. Level 2 Inputs, other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with market data at the measurement date. Level 3 Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The following table presents the valuation of the Company’s financial assets and liabilities as of March 31, 2020 and December 31, 2019 measured at fair value on a recurring basis. These estimates are not necessarily indicative of the amounts the Company could ultimately realize. Level 1 Level 2 Level 3 Fair Value March 31, 2020 Assets Money market accounts $ 4,117,161 $ — $ — $ 4,117,161 Total assets measured at fair value $ 4,117,161 $ — $ — $ 4,117,161 Liabilities Acquisition-related contingent consideration-short term $ — $ — $ 7,675,000 $ 7,675,000 Acquisition-related contingent consideration-long term — — 5,050,000 5,050,000 Interest rate swap agreements-short term — 5,373,647 — 5,373,647 Interest rate swap agreements-long term — 13,675,476 — 13,675,476 Total liabilities measured at fair value $ — $ 19,049,123 $ 12,725,000 $ 31,774,123 Level 1 Level 2 Level 3 Fair Value December 31, 2019 Assets Money market accounts $ 54,014,591 $ — $ — $ 54,014,591 Total assets measured at fair value $ 54,014,591 $ — $ — $ 54,014,591 Liabilities Acquisition-related contingent consideration-short term $ — $ — $ 4,825,000 $ 4,825,000 Acquisition-related contingent consideration-long term — — 9,900,000 9,900,000 Interest rate swap agreements-short term — 2,157,324 — 2,157,324 Interest rate swap agreements-long term — 6,181,964 — 6,181,964 Total liabilities measured at fair value $ — $ 8,339,288 $ 14,725,000 $ 23,064,288 Interest Rate Swaps The Company recognizes its interest rate swaps as either assets or liabilities in the accompanying consolidated balance sheets at fair value. The valuation of these derivative instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The Company’s interest rate swaps held as of March 31, 2020 and December 31, 2019 were classified as Level 2 of the fair value hierarchy. Refer to Note 7, Derivative Instruments and Hedging Activities , for additional information regarding the Company’s derivative instruments. Contingent Consideration The Company estimates the fair value of acquisition-related contingent consideration liabilities by applying the income approach using a probability-weighted discounted cash flow model. This fair value measurement is based on significant inputs not observed in the market and thus represents a Level 3 measurement. Level 3 instruments are valued based on unobservable inputs that are supported by little or no market activity and reflect the Company’s own assumptions in measuring fair value. At March 31, 2020, contingent consideration liabilities of $7,675,000 and $5,050,000 were included in other current liabilities and other long-term liabilities, respectively, in the accompanying consolidated balance sheets. At December 31, 2019, contingent consideration liabilities of $4,825,000 and $9,900,000 were included in other current liabilities and other long-term liabilities, respectively, in the accompanying consolidated balance sheets. A reconciliation of the Company’s contingent consideration liabilities related to acquisitions for the three months ended March 31, 2020 and 2019 is as follows: Three Months Ended March 31, 2020 Beginning Balance Additions Payments Change in Fair Value Ending Balance Contingent consideration - Level 3 liabilities $ 14,725,000 $ — $ — $ (2,000,000) $ 12,725,000 Three Months Ended March 31, 2019 Beginning Balance Additions Payments Change in Fair Value Ending Balance Contingent consideration - Level 3 liabilities $ 15,250,000 $ 1,500,000 $ (12,000,000) $ — $ 4,750,000 | (6) Fair Value of Assets and Liabilities Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e. “the exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches, including quoted market prices and discounted cash flows. A hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are inputs that reflect a company’s judgment concerning the assumptions that market participants would use in pricing the asset or liability developed based on the best information available under the circumstances. The fair value hierarchy is broken down into three levels based on the reliability of inputs. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the Company’s degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases an asset or liability is classified in its entirety based on the lowest level of input that is significant to the measurement of fair value. Fair value is a market-based measure considered from the perspective of a market participant who holds the asset or owes the liability rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition in the future may cause the Company’s financial instruments to be reclassified from Level 1 to Level 2 or from Level 2 to Level 3. During the years ended December 31, 2019 and 2018, the Company did not have any reclassifications in levels. The following table presents the valuation of the Company’s financial assets and liabilities as of December 31, 2019 and 2018 measured at fair value on a recurring basis. The fair value estimates presented herein are based on information available to management as of December 31, 2019 and 2018. These estimates are not necessarily indicative of the amounts the Company could ultimately realize. Level 1 Level 2 Level 3 Fair Value December 31, 2019 Assets Money market accounts $ 54,014,591 $ — $ — $ 54,014,591 Total assets measured at fair value $ 54,014,591 $ — $ — $ 54,014,591 Liabilities Acquisition-related contingent consideration obligations-short term $ — $ — $ 4,825,000 $ 4,825,000 Acquisition-related contingent consideration obligations-long term — — 9,900,000 9,900,000 Interest rate swap agreements — 8,339,288 — 8,339,288 Total liabilities measured at fair value $ — $ 8,339,288 $ 14,725,000 $ 23,064,288 Level 1 Level 2 Level 3 Fair Value December 31, 2018 Assets Money market accounts $ 16,126,899 $ — $ — $ 16,126,899 Interest rate swap agreement — 943,134 — 943,134 Total assets measured at fair value $ 16,126,899 $ 943,134 $ — $ 17,070,033 Liabilities Acquisition-related contingent consideration obligations-short term $ — $ — $ 13,625,000 $ 13,625,000 Acquisition-related contingent consideration obligations-long term — — 1,625,000 1,625,000 Interest rate swap agreements — 396,302 — 396,302 Total liabilities measured at fair value $ — $ 396,302 $ 15,250,000 $ 15,646,302 Interest Rate Swaps The Company uses interest rate swap agreements to manage interest rate risk by converting a portion of its variable rate borrowings to a fixed rate and recognizes these derivative instruments as either assets or liabilities in the accompanying consolidated balance sheets at fair value. The valuation of these derivative instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The fair values of the Company’s interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash payments receipts. The variable cash receipts are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. To comply with the provisions of FASB ASC Topic 820, Fair Value Measurement , the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with the Company’s derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and the respective counterparties. The Company has determined that the significance of the impact of the credit valuation adjustments made to its derivative contracts, which determination was based on the fair value of each individual contract, was not significant to the overall valuation. As a result, all of the Company’s derivatives held as of December 31, 2019 and 2018 were classified as Level 2 of the fair value hierarchy. Refer to Note 7, Derivative Instruments and Hedging Activities , for additional information regarding the Company’s derivative instruments. Financial Instruments Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3): Contingent Consideration The Company estimates the fair value of acquisition-related contingent consideration obligations by applying the income approach using a probability-weighted discounted cash flow model. This fair value measurement is based on significant inputs not observed in the market and thus represents a Level 3 measurement. Level 3 instruments are valued based on unobservable inputs that are supported by little or no market activity and reflect the Company’s own assumptions in measuring fair value. Each period, the Company evaluates the fair value of acquisition-related contingent consideration obligations. The Company records any increases in the fair value as contingent consideration expense and decreases in the fair value as a reduction of contingent consideration expense. Contingent consideration obligations of $14,725,000 were outstanding at December 31, 2019 which relate to business acquisitions that occurred during the years ended December 31, 2019 and 2018. Contingent consideration obligations of $15,250,000 were outstanding at December 31, 2018 which related to business acquisitions in May 2018 and July 2018, of which $13,000,000 was paid during the year ended December 31, 2019. A reconciliation of the Company’s contingent consideration liabilities related to acquisitions is as follows: Year Ended December 31, 2019 Beginning Balance Additions Payments Gain Ending Balance Contingent consideration $ 15,250,000 $ 12,625,000 $ (13,000,000) $ (150,000) $ 14,725,000 Total Level 3 liabilities $ 15,250,000 $ 12,625,000 $ (13,000,000) $ (150,000) $ 14,725,000 Year Ended December 31, 2018 Contingent consideration $ — $ 15,250,000 $ — $ — $ 15,250,000 Total Level 3 liabilities $ — $ 15,250,000 $ — $ — $ 15,250,000 The Company’s non‑financial assets measured on a non‑recurring basis were as follows: As of December 31, 2019 2018 Significant unobservable inputs (Level 3): Goodwill (annual impairment assessment) $ 266,790,518 $ 202,436,212 |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities | ||
Derivative Instruments and Hedging Activities | (7) Derivative Instruments and Hedging Activities The Company records all derivatives on its consolidated balance sheet at fair value. As of March 31, 2020 and December 31, 2019, the Company had outstanding interest rate derivatives with third parties in which the Company pays a fixed interest rate and receives a rate equal to the one-month LIBOR. The notional associated with the swap agreements was $250,000,000 as of March 31, 2020 and December 31, 2019 and have maturity dates at certain dates through March 2024. Prior to August 22, 2019, the interest rate swap agreements were not designated as cash flow hedging instruments for accounting purposes and accordingly changes in fair value of the interest rate swap agreements were recorded in earnings. On August 22, 2019, the Company designated its swaps as effective cash flow hedges of interest rate risk. Accordingly, subsequent to August 22, 2019, changes in the fair value of the interest rate swaps are recorded as a component of accumulated other comprehensive income (loss) within stockholders’ equity and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings. The table below presents the fair value of the Company’s derivative financial instruments as well as their classification in the consolidated balance sheets at March 31, 2020 and December 31, 2019: As of March 31, 2020 Balance Sheet Fair Value Location Asset (Liability) Derivatives designated as hedging instruments: Interest rate swap agreements Other current liabilities $ (5,373,647) Interest rate swap agreements Other long-term liabilities (13,675,476) Total derivatives designated as hedging instruments $ (19,049,123) As of December 31, 2019 Balance Sheet Fair Value Location Asset (Liability) Derivatives designated as hedging instruments: Interest rate swap agreements Other current liabilities $ (2,157,324) Interest rate swap agreements Other long-term liabilities (6,181,964) Total derivatives designated as hedging instruments $ (8,339,288) During the three months ended March 31, 2020, as a result of the effect of cash flow hedge accounting, the Company recognized a loss of $10,709,835 in other comprehensive income (loss) and $707,381 was reclassified from other comprehensive income (loss) and recognized as a reduction to interest expense, net, in the accompanying consolidated statements of operations. During the three months ended March 31, 2019, as a result of the effect of the Company’s derivative financial instruments that were not designated as hedging instruments, the Company recognized $2,702,400 in interest expense, net in the accompanying consolidated statements of operations. | (7) Derivative Instruments and Hedging Activities FASB ASC Topic 815, Derivatives and Hedging (ASC 815), provides the disclosure requirements for derivatives and hedging activities with the intent to provide users of financial statements with an enhanced understanding of: (a) how and why an entity uses derivative instruments, (b) how the entity accounts for derivative instruments and related hedged items, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. Further, qualitative disclosures are required that explain the Company’s objectives and strategies for using derivatives, as well as quantitative disclosures about the fair value of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative instruments. As discussed in Note 6, Fair Value of Assets and Liabilities , and as required by ASC 815, the Company records all derivatives on its consolidated balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company is exposed to certain risk arising from economic conditions. The Company principally manages its exposures to interest rate risk through the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage differences in the amount, timing and duration of the Company’s known or expected cash payments principally related to the Company’s variable rate borrowings. The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive income and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. In the twelve months subsequent to December 31, 2019, the Company estimates that an additional $3,526,000 will be reclassified as a reduction to interest expense. As of December 31, 2019 and 2018, the Company had outstanding interest rate derivatives with third parties in which the Company pays a fixed interest rate and receives a rate equal to the one-month LIBOR. The notional associated with the swap agreements was $250,000,000 and $85,000,000 as of December 31, 2019 and 2018, respectively, and have maturity dates at certain dates through March 2024. Prior to August 22, 2019, the interest rate swap agreements were not designated as cash flow hedging instruments for accounting purposes and accordingly changes in fair value of the interest rate swap agreements were recorded in earnings. On August 22, 2019, in accordance with the provisions of ASC 815 and FASB ASU No. 2017-12, Targeted Improvements to Accounting for Hedging Activities , the Company designated its swaps as effective cash flow hedges of interest rate risk. Accordingly, subsequent to August 22, 2019, changes in the fair value of the interest rate swaps are recorded as a component of accumulated other comprehensive income within stockholders’ equity and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings. The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated balance sheets at December 31, 2019 and 2018: As of December 31, 2019 Balance Sheet Fair Value Location Asset (Liability) Derivatives designated as hedging instruments: Interest rate swap agreements Other current liabilities $ (2,157,324) Interest rate swap agreements Other long-term liabilities (6,181,964) Total derivatives designated as hedging instruments $ (8,339,288) As of December 31, 2018 Balance Sheet Fair Value Location Asset (Liability) Derivatives not designated as hedging instruments: Interest rate swap agreements Prepaid and other current assets $ 943,134 Interest rate swap agreements Other current liabilities (396,302) Total derivatives not designated as hedging instruments $ 546,832 The table below presents the effect of cash flow hedge accounting on accumulated other comprehensive income during the year ended December 31, 2019. There was no effect on accumulated other comprehensive income during the year ended December 31, 2018. Year Ended December 31, 2019 Amount of Gain Location of Gain Amount of Gain or (Loss) or (Loss) Reclassified or (Loss) Reclassified Recognized in from Accumulated from Accumulated OCI on Derivative OCI into Income OCI into Income Derivatives in cash flow hedging relationships: Interest rate swap agreements $ 3,469,643 Interest expense $ 932,807 Total $ 3,469,643 $ 932,807 The table below presents the effect of the Company’s derivative financial instruments that were not designated as hedging instruments on the consolidated statements operations during the year ended December 31, 2019 and 2018 and represents the change in fair value of the Company’s interest rate swap agreements during such periods: Year Ended December 31, 2019 Location of Gain or (Loss) Amount of Gain or (Loss) Recognized in Loss Recognized in Loss on Derivative on Derivative Derivatives Not Designated as Hedging Instruments: Interest rate swap agreements Interest Expense $ (12,358,728) Total $ (12,358,728) Year Ended December 31, 2018 Location of Gain or (Loss) Amount of Gain or (Loss) Recognized in Income Recognized in Income on Derivative on Derivative Derivatives Not Designated as Hedging Instruments: Interest rate swap agreements Interest Expense $ 546,832 Total $ 546,832 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Accounts Payable and Accrued Expenses | ||
Accounts Payable and Accrued Expenses | (8) Accounts Payable and Accrued Expenses Accounts payable and accrued expenses as of March 31, 2020 and December 31, 2019 consisted of the following: March 31, December 31, 2020 2019 Accounts payable $ 105,194,402 $ 79,237,323 Employee related accruals 9,002,909 12,319,746 Accrued interest 4,672,868 4,021,660 Other 17,201,708 7,149,364 Total $ 136,071,887 $ 102,728,093 | (9) Accounts Payable and Accrued Expenses Accounts payable and accrued expenses as of December 31, 2019 and 2018 consisted of the following: December 31, 2019 2018 Accounts payable $ 79,237,323 $ 70,603,562 Employee related accruals 12,319,746 9,142,347 Self insurance reserves 1,166,014 1,304,335 Accrued interest 4,021,660 404,015 Other 5,983,350 4,104,160 Total $ 102,728,093 $ 85,558,419 |
Debt
Debt | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Debt | ||
Debt | (9) Debt The following is a summary of long term‑debt as of March 31, 2020 and December 31, 2019: March 31, December 31, 2020 2019 Secured term loans $ 295,937,500 $ 246,250,000 Revolving credit facility 32,000,000 12,000,000 Note payable 143,500,000 143,500,000 Other 1,053,205 1,725,185 Unamortized deferred financing fees (6,322,104) (6,642,490) 466,168,601 396,832,695 Current portion (2,615,705) (1,721,132) Long-term portion $ 463,552,896 $ 395,111,563 In March 2019, the Company entered into several agreements, amendments and new credit facilities (herein after referred to as the March 2019 Recapitalization Transactions). The March 2019 Recapitalization Transactions included $425,000,000 in new credit facilities, which consisted of a $300,000,000 Initial Term Loan (Credit Facility Term Loan), $50,000,000 Delayed Draw Term Loan (Delayed Draw), and $75,000,000 Revolving Credit Facility (New Revolver), all with maturities in March 2024. In November 2019, the Company amended its credit agreement primarily to (i) increase the amount available under the Delayed Draw to $100,000,000, and (ii) revise the Consolidated Total Leverage Ratio thresholds and lower the applicable margin to determine the variable quarterly interest rate under the credit agreement. Amounts borrowed under the Credit Facility Term Loan and Delayed Draw bear interest quarterly at variable rates based upon the sum of (a) the LIBOR Rate for such interest period, plus (b) an applicable margin based upon the Company’s Consolidated Total Leverage Ratio. The Delayed Draw carries 0.5% of unused fee per annum, and the New Revolver carries 0.5% of unused line fee per annum. Under the credit facility, the Company is subject to various agreements that contain a number of restrictive covenants that, among other things, impose operating and financial restrictions on the Company. Financial covenants include a Consolidated Total Leverage Ratio and a Fixed Charges Coverage Ratio, as defined in the agreement. Additionally, under the terms of the debt amendment, the Company may be required to repay principal based on excess cash flow, as defined. The proceeds from the March 2019 Recapitalization Transactions were used to (1) repay existing amounts outstanding under the Company’s credit facility of $151,875,000, (2) pay transaction costs, fees and expenses related to the consummation of the transactions contemplated under the agreement (see Note and Unit Purchase Agreement discussed below), (3) pay a $250,000,000 distribution to AdaptHealth Holdings’ members, and (4) redeem certain members’ interests, including the cumulative preferred dividends, for $3,713,455. In addition, the Company paid deferred financing costs of $9,027,753; amortization of such costs is included in interest expense, net in the accompanying consolidated statements of operations. Further, the Company wrote off deferred financing costs of $2,121,451, which is included in loss on extinguishment of debt in the accompanying consolidated statements of operations for the three months ended March 31, 2019. Secured Term Loans The Credit Facility Term Loan requires quarterly principal repayments beginning June 30, 2019 through December 31, 2023, and the unpaid principal balance is due at maturity in March 2024. In November 2019, the Company repaid $50,000,000 under the Credit Facility Term Loan; such repayment satisfied the required principal repayments through September 2023. At March 31, 2020, there was $246,250,000 outstanding under the Credit Facility Term Loan. The interest rate under the Credit Facility Term Loan was 4.35% at March 31, 2020. The Delayed Draw has an availability period from the first business day immediately following the closing date (March 2019) to the earliest of (a) the Credit Facility Term Loan maturity date, (b) twenty-four months following the closing date, or (c) the date of the termination of the commitment. During the three months ended March 31, 2020, the Company borrowed $50,000,000 under the Delayed Draw. The borrowing under the Delayed Draw requires quarterly principal repayments of $312,500 beginning March 31, 2020 through December 31, 2020, quarterly principal repayments of $625,000 beginning March 31, 2021 through December 31, 2023, and the unpaid principal balance is due at maturity in March 2024. At March 31, 2020, there was $49,687,500 outstanding under the Delayed Draw. The interest rate under the Delayed Draw was 4.11% at March 31, 2020. Revolving Credit Facility During the three months ended March 31, 2020, the Company borrowed $20,000,000 under the New Revolver; such amount was repaid in April 2020. At March 31, 2020, there was $32,000,000 outstanding under the New Revolver. The interest rate under the New Revolver was 4.35% at March 31, 2020. After consideration of stand-by letters of credit outstanding of $2,496,518, the remaining maximum borrowings available pursuant to the New Revolver were $40,503,482 at March 31, 2020. Note Payable In connection with the March 2019 Recapitalization Transactions, the Company signed a Note and Unit Purchase Agreement with an investor. Pursuant to the agreement, the Company signed a promissory note agreement with a principal amount of $100,000,000 (the Promissory Note) and the Company also received proceeds of $20,000,000 for the purchase of members’ interests. In connection with the transactions completed as part of the Business Combination, the Promissory Note was replaced with a new amended and restated promissory note with a principal amount of $100,000,000, and the investor converted certain of its members’ interests to a $43,500,000 promissory note. The new $100,000,000 promissory note, together with the $43,500,000 promissory note, are collectively referred to herein as the New Promissory Note. The outstanding principal balance under the New Promissory Note is due on the tenth anniversary of the closing date of the Business Combination and bears interest at the following rates (a) for the period starting on the closing date and ending on the seventh anniversary, a rate of 12% per annum, with 6% payable in cash and 6% Payment in Kind (PIK), and (b) for the period starting on the day after the seventh anniversary of the closing date and ending on the maturity date, a rate equal to the greater of (i) 15% per annum or (ii) the twelve-month LIBOR plus 12% per annum. The Company has the option to pay the PIK interest in cash under the New Promissory Note, which it did during the three months ended March 31, 2020. If the Company elects to prepay the New Promissory Note prior to the third anniversary of the Closing of the Business Combination, then such prepayment of the outstanding principal and accrued interest will be subject to a make-whole premium equal to 10% of the total amount of outstanding principal and accrued interest through the date of such prepayment. If the Company elects to prepay the New Promissory Note prior to the fourth anniversary but after the third anniversary of the Closing of the Business Combination, then such prepayment of outstanding principal and accrued interest will be subject to a make-whole premium equal to 5% of the total amount of outstanding principal and accrued interest through the date of such prepayment. In connection with the Business Combination the investor generated taxable income and a current federal and state income tax liability of approximately $5,870,000 on the exchange of its members’ interests. Under the terms of the Merger Agreement, all investors indemnified the Company for all taxes attributable to periods prior to or on the closing date of the Business Combination. Accordingly, the Company recorded an indemnification asset of such amount, included in Prepaid and other current assets, and a corresponding current liability included in Other liabilities, in the accompanying consolidated balance sheets as of and December 31, 2019. This amount is no longer outstanding as of March 31, 2020. | (10) Debt The following is a summary of long term‑debt as of December 31, 2019 and 2018: December 31, 2019 2018 Secured term loans $ 246,250,000 $ 134,875,000 Revolving credit facility 12,000,000 — Note payable 143,500,000 — Seller note (see Note 3) 1,666,667 — Other 58,518 171,942 Unamortized deferred financing fees (6,642,490) (862,243) 396,832,695 134,184,699 Current portion (1,721,132) (7,089,976) Long-term portion $ 395,111,563 $ 127,094,723 Interest expense related to long-term debt agreements, including amortization of deferred financing costs and payments made under the Company’s interest rate swap agreements, for the years ended December 31, 2019 and 2018 was $27,849,699 and $7,418,959, respectively. In March 2019, the Company entered into several agreements, amendments and new financing facilities (herein after referred to as the March 2019 Recapitalization Transactions). In connection with the March 2019 Recapitalization Transactions, the Company signed the Third Amended and Restated Credit and Guaranty Agreement and restructured its debt borrowings with its bank group. In November 2019, in connection with the Business Combination, the Company amended its credit facility primarily to (i) increase the amount available under the Delayed Draw Term Loan from $50,000,000 to $100,000,000 (see below), and (ii) revise the Consolidated Total Leverage Ratio thresholds and lower the applicable margin to determine the variable quarterly interest rate under the credit facility. The maturity of total debt, excluding unamortized deferred financing fees, at December 31, 2019 is as follows. Twelve months ended December 31, 2020 $ 2021 2022 — 2023 2024 Thereafter Total debt maturity $ Long-Term Debt The debt restructuring completed as part of the March 2019 Recapitalization Transactions consisted of $425,000,000 in credit facilities, which included a $300,000,000 Initial Term Loan (Credit Facility Term Loan), $50,000,000 Delayed Draw Term Loan (Delayed Draw), and $75,000,000 Revolving Credit Facility (New Revolver), all with maturities in March 2024. As noted above, in November 2019, the Company amended its credit facility to increase the amount available under the Delayed Draw from $50,000,000 to $100,000,000. The Credit Facility Term Loan and Delayed Draw loan may consist of Base Rate Loans or LIBOR Rate Loans (as defined in the agreement). Each LIBOR Rate Loan bears interest quarterly at variable rates based upon the sum of (a) the LIBOR Rate for such interest period, plus (b) an applicable margin based upon the Company’s Consolidated Total Leverage Ratio. Each Base Rate Loan bears interest quarterly at variable rates based upon the sum of (a) the Base Rate (as defined in the agreement), plus (b) an applicable margin based upon the Company’s Consolidated Total Leverage Ratio. The applicable margin was set at 3.50% and 2.50% for LIBOR Rate Loans and Base Rate Loans, respectively, following the closing of the transaction and are reset each quarter. Per the agreement, the Delayed Draw loan carries 0.5% of unused fee per annum, and the New Revolver carries 0.5% of unused line fee per annum. Under the debt restructuring, the Company is subject to various agreements that contain a number of restrictive covenants that, among other things, impose operating and financial restrictions on the Company. Financial covenants include a Total Leverage Ratio and a Fixed Charges Coverage Ratio, as defined in the agreement. Additionally, under the terms of the debt amendment, the Company may be required to repay principal based on excess cash flow, as defined. The proceeds from the Credit Facility Term Loan were used to (1) repay existing amounts outstanding under the Company’s credit facility of $151,875,000, (2) pay transaction costs, fees and expenses related to the consummation of the transactions contemplated under the agreement (see Note and Unit Purchase Agreement discussed below), (3) pay a distribution to AdaptHealth Holdings’ members, and (4) redeem all of the AdaptHealth Holdings issued and outstanding Preferred Units, including the cumulative preferred dividends. The proceeds of any borrowings under the Delayed Draw loan will be used to finance Permitted Acquisitions (as defined in the agreement) and to pay fees and transaction costs associated with such acquisitions. The proceeds of any borrowings under the New Revolver will be for (1) an amount not to exceed $25,000,000 to finance working capital, make capital expenditures and for other general corporate purposes, and (2) an amount not to exceed $50,000,000 to finance Permitted Acquisitions and to pay fees and transaction costs associated with such acquisitions. Secured Term Loan In connection with the March 2019 debt restructuring the Company borrowed $300,000,000 under the Credit Facility Term Loan. The Credit Facility Term Loan requires quarterly principal repayments of $1,875,000 beginning June 30, 2019 through March 31, 2021, quarterly principal repayments of $3,750,000 beginning June 30, 2021 through December 31, 2023, and the unpaid principal amount of the Credit Facility Term Loan is due at maturity in March 2024. In November 2019, the Company repaid $50,000,000 under the Credit Facility Term Loan using the proceeds received from the transactions completed as part of the Business Combination; such repayment was applied to the principal payments required to be paid through September 2023. At December 31, 2019 there was $246,250,000 outstanding under the Credit Facility Term Loan. The interest rate under the Credit Facility Term Loan was 4.55% at December 31, 2019. The Delayed Draw loan has an availability period from the first business day immediately following the closing date (March 2019) to the earliest of (a) the Credit Facility Term Loan maturity date, (b) twenty-four months following the closing date, or (c) the date of the termination of the commitment. During the year ended December 31, 2019 no amounts were borrowed under the Delayed Draw loan. In February 2018, the Company signed the Second Amended and Restated Credit and Guaranty Agreement and refinanced its debt structure at that time. The refinancing consisted of $175,000,000, which included a $70,000,000 Initial Term Loan (Initial Term Loan), $80,000,000 Delayed Draw Term Loan (Delayed Draw Loan), and $25,000,000 Revolving Credit Facility (Revolver). The credit facilities bore interest quarterly at variable rates (6.02% at December 31, 2018). At December 31, 2018 there was $67,375,000 and $67,500,000 outstanding under the Initial Term Loan and Delayed Draw Loan, respectively, and there were no amounts outstanding under the Revolver. These amounts were repaid in connection with the March 2019 debt restructuring. Revolving Credit Facility During the year ended December 31, 2019, the Company borrowed $43,500,000 under the New Revolver. In November 2019, the Company repaid $31,500,000 under the New Revolver using the proceeds received from the transactions completed as part of the Business Combination. At December 31, 2019, there was $12,000,000 outstanding under the New Revolver. The interest rate under the New Revolver was 4.55% at December 31, 2019. After consideration of stand-by letters of credit outstanding of $2,496,518, the remaining maximum borrowings available pursuant to the New Revolver were $60,503,482 at December 31, 2019. Note Payables In connection with the March 2019 Recapitalization Transactions, the Company signed a Note and Unit Purchase Agreement with an investor. Pursuant to the agreement, the Company signed a promissory note agreement with the investor with a principal amount of $100,000,000 (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 $100,000,000, and the investor converted certain of its members’ interests to a $43,500,000 promissory note. The investor generated taxable income and a current federal and state income tax liability of approximately $5,870,000 on the exchange of its members’ interests. Under the terms of the Merger Agreement, all investors indemnified the Company for all taxes attributable to periods prior to or on the closing date of the Business Combination. Accordingly, the Company has recorded an indemnification asset of such amount, included in Prepaid and other current assets, and a corresponding current liability, included in Other liabilities, in the accompanying consolidated balance sheets as of December 31, 2019. The new $100,000,000 promissory note, together with the $43,500,000 promissory note, are collectively referred to herein as the New Promissory Note. The outstanding principal amount under the New Promissory Note is due on the tenth anniversary of the closing date of the Business Combination and bears interest at the following rates (a) for the period starting on the closing date and ending on the seventh anniversary, a rate of 12% per annum, with 6% payable in cash and 6% Payment in Kind (PIK), and (b) for the period starting on the day after the seventh anniversary of the closing date and ending on the maturity date, a rate equal to the greater of (i) 15% per annum or (ii) the twelve-month LIBOR plus 12% per annum. The Company has the option to pay the PIK interest in cash under the Promissory Note and the New Promissory Note, which it did during the year ended December 31, 2019, and thus no amounts were added to the principal balance during that period. If the Company elects to prepay the Promissory Note prior to the third anniversary of the Closing of the Business Combination, then such prepayment of the outstanding principal and accrued interest will be subject to a make-whole premium equal to 10% of the total amount of outstanding principal and accrued interest through the date of such prepayment. If the Company elects to prepay the Promissory Note prior to the fourth anniversary but after the third anniversary of the Closing of the Business Combination, then such prepayment of outstanding principal and accrued interest will be subject to a make-whole premium equal to 5% of the total amount of outstanding principal and accrued interest through the date of such prepayment. In 2013, AdaptHealth Holdings issued a note payable of $5,500,000 to a former shareholder of an acquired company for repurchase of stock which was outstanding at December 31, 2017. In February 2018, in connection with a restructuring of its debt arrangement, AdaptHealth Holdings repaid the note payable for consideration of $4,700,000. In connection with the repayment of the note, the Company recorded a gain on extinguishment of debt of $800,000, which is included in Loss on extinguishment of debt, net, in the accompanying consolidated statements of operations for the year ended December 31, 2018. Term Note In May 2017 AdaptHealth Holdings entered into a $7,000,000 Term Loan Promissory Note (the Term Loan). As of December 31, 2017, $5,979,167 was outstanding under the Term Loan, which was repaid in full in February 2018 in connection with a debt restructuring completed by AdaptHealth Holdings. In connection with the repayment of the Term Loan, the Company incurred a prepayment penalty expense of $634,038, which is included in Loss on extinguishment of debt, net, in the accompanying consolidated statements of operations for the year ended December 31, 2018. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Stockholders' Equity | ||
Stockholders' Equity | (10) Stockholders' Equity The Closing of the Business Combination occurred on November 8, 2019, refer to Note 3, Significant Transactions , for additional details regarding the Business Combination. Warrants At the Closing of the Business Combination, the Company had 12,666,666 warrants outstanding. Each warrant is exercisable for one share of common stock at a price of $11.50 per share. The exercise price and number of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. During the three months ended March 31, 2020, 3,938,630 warrants were exercised in cashless transactions which resulted in the issuance of 1,092,468 shares of Class A Common Stock. As of March 31, 2020, the Company had 8,728,036 warrants outstanding. Contingent Consideration Pursuant to the Merger Agreement, the former owners of AdaptHealth Holdings who received Class B Common Stock in connection with the Business Combination are entitled to receive an equity classified earn-out consideration to be paid in the form of New AdaptHealth Units (and a corresponding number of shares of Class B Common Stock) and the former owners of AdaptHealth Holdings who received Class A Common Stock in connection with the Business Combination are entitled to receive earn-out consideration to be paid in the form of Class A Common Stock, if the 30-day volume-weighted average price of the Company’s Class A Common Stock equals or exceeds certain hurdles set forth in the Merger Agreement. The former owners of AdaptHealth Holdings can potentially receive up to an additional 1,000,000 shares in December 2020, 2021 and 2022, for a total of 3,000,000 shares, as a part of the earn-out consideration. As of March 31, 2020, the hurdles have not been met. Equity‑based Compensation Incentive Units AdaptHealth Holdings granted Incentive Units in June 2019 (the 2019 Incentive Units) and in April 2018 (the 2018 Incentive Units) to certain members of management. With respect to the 2019 Incentive Units, 50% of the awards vest in equal annual installments on each of the first, second, third and fourth anniversaries of the Vesting Commencement Date as defined in the agreements (May 20, 2019). The remaining 50% had vesting terms based upon a performance condition. In connection with the Business Combination, the vesting conditions for this portion of the 2019 Incentive Units was changed to vest quarterly during the one-year period subsequent to the Closing of the Business Combination. The grant date fair value of the 2019 Incentive Units, as calculated under an Option Pricing Method, was $4,511,120, and is being recognized as expense over the employees’ requisite service period based on the vesting conditions described above. In conjunction with the March 2019 Recapitalization Transactions, the vesting of certain of the 2018 Incentive Units was accelerated and all holders of the 2018 Incentive Units received an advance for future distribution, which were treated as a modification of the awards for accounting purposes. In conjunction with the Business Combination, the vesting of a majority of the unvested 2018 Incentive Units was accelerated. 2019 Stock Incentive Plan On November 7, 2019, the stockholders of the Company approved the AdaptHealth Corp. 2019 Stock Incentive Plan (the 2019 Plan), effective upon closing of the Business Combination. In connection with the 2019 Plan, the Company provides equity-based compensation to attract and retain employees while also aligning employees’ interest with the interests of its stockholders. The 2019 Plan permits the grant of various equity-based awards to selected employees and directors. The 2019 Plan permits the grant of up to 8,000,000 shares of Class A Common Stock, subject to certain adjustments and limitations. Stock Options During the fourth quarter of 2019, the Company granted 3,416,666 options to purchase shares of common stock of the Company to certain executive officers that have an exercise price of $11.50 per share. A portion of the options are eligible to vest on December 31, 2020, 2021 and 2022 based on defined performance conditions, subject to the employees’ continuous employment through the applicable vesting date. The grant-date fair value of the awards, using a Black-Scholes option pricing model, was $7,248,653 and is being recognized as expense on a straight-line basis over the employees’ requisite service period subject to management’s estimation of the probability of vesting of such awards. The Company has no other options outstanding as of March 31, 2020. Restricted Stock On March 3, 2020, the Company granted 300,000 shares of restricted stock to an employee in conjunction with an acquisition. Of the total shares granted, 250,000 are eligible to vest based on certain performance conditions, subject to the employee's continuous employment through the applicable vesting date. The remaining 50,000 shares will vest 25% annually on December 31, 2020 through 2023, subject to the employee's continuous employment through the applicable vesting date. The total grant-date fair value of the award was $4,905,000 and is being recognized as expense on a straight-line basis over the employee’s requisite service period subject to management’s estimation of the probability of vesting of such awards (as it relates to the performance-based awards). On March 3, 2020, the Company granted 321,123 shares of restricted stock to various employees. Of the total shares granted, 15,417 shares vested on the grant date, and the remaining shares will vest 25% on each anniversary of the Vesting Commencement Dates (as defined in the agreements), subject to the employees’ continuous employment through the applicable vesting date. The grant-date fair value of the awards was $5,250,361, of which $252,068 was recognized as expense on the grant date and $4,998,293 is being recognized as expense on a straight-line basis over the employees’ requisite service period. Activity related to the Company’s non-vested restricted stock grants for the three months ended March 31, 2020 is presented below: Number of Shares of Weighted-Average Grant Date Restricted Stock Fair Value per Share Non-vested balance at January 1, 2020 901,250 $ 5.83 Granted 621,123 $ 16.35 Vested (15,417) $ 16.35 Forfeited (20,000) $ 8.11 Non-vested balance at March 31, 2020 1,486,956 $ 10.09 During the three months ended March 31, 2020, the Company recorded equity-based compensation expense of $2,222,609, of which $1,671,923 and $550,686 was included in general and administrative expenses and cost of net revenue, respectively, in the accompanying consolidated statement of operations. During the three months ended March 31, 2019, the Company recorded equity-based compensation expense of $5,223,108 which is included in general and administrative expenses in the accompanying consolidated statements of operations. The expense during the three months ended March 31, 2019 included $4,894,720 in connection with the acceleration of vesting of certain of the 2018 Incentive Units and the modification of such awards discussed above. At March 31, 2020, there was $20,025,505 of unrecognized compensation expense related to equity-based compensation awards, which is expected to be recognized over a weighted-average term of 2.8 years. At March 31, 2020, 3,037,761 shares of the Company’s Class A Common Stock are available for issuance under the 2019 Plan. | (11) Stockholders' Equity The completion of the Business Combination (the Closing) occurred on November 8, 2019, refer to Note 1, Nature of Business , for additional details regarding the Business Combination. The following table represents the structure of the combined company upon the Closing of the Business Combination: Upon the Closing of the Business Combination, the former owners of AdaptHealth Holdings held approximately 49% of the economic interest in AdaptHealth Corp. and the former stockholders of DFB held the remaining approximate 51% of the economic interests in AdaptHealth Corp., both in the form of shares of the Company’s Class A Common Stock .AdaptHealth Corp. owns approximately 56% of the combined company with the remaining 44% owned by the former owners of AdaptHealth Holdings in the form of common units representing limited liability company interests in AdaptHealth Holdings from and after the Closing (New AdaptHealth Units). Following the Closing of the Business Combination, the combined results of DFB and AdaptHealth Holdings are consolidated, with the holders of Class A Common Stock owning an approximate 56% direct controlling interest and the holders of New AdaptHealth Units owning an approximate 44% direct noncontrolling economic interest shown as noncontrolling interest in the consolidated financial statements of the combined entity. The approximate 44% direct noncontrolling economic interest in AdaptHealth Holdings held by the current owners of AdaptHealth Holdings noted above is in the form of New AdaptHealth Units and are exchangeable on a one-to-one basis for Class A Common Stock. Following the Closing, 550,000 New AdaptHealth Units were exchanged for shares of Class A Common Stock, resulting in holders of New AdaptHealth Units owning an approximately 43% direct noncontrolling economic interest in AdaptHealth Holdings at December 31, 2019. The approximately 43% direct noncontrolling economic interest will continue to decrease as New AdaptHealth Units are exchanged for shares of Class A Common Stock. The following table sets forth the net assets of DFB at the Closing: Cash and cash equivalents $ Current assets Current liabilities (11,214,503) Net assets of DFB $ The following table sets forth the sources and uses of cash in connection with the Business Combination: Sources DFB's cash and cash equivalents on hand $ Private placement (1) Total Sources $ Uses Cash to balance sheet (2) $ 52,845,206 Legacy AdaptHealth Holdings LLC redemptions (3) 20,000,000 Debt repayment (4) 81,500,000 Transaction expenses (5) 14,566,542 Total Uses $ (1) Represents the issuance and sale, in a private placement consummated concurrently with the Closing, of 12,500,000 shares of Class A Common Stock. (2) Represents remaining cash that will be used to fund operations and working capital needs of the Company after the closing of the Business Combination. (3) Represents cash that was used to fund redemptions made by legacy AdaptHealth Holdings investors. (4) Represents the amount of debt that the combined company paid down upon closing of the Business Combination. (5) Represents the amount of transaction expenses paid in connection with the closing of the Business Combination, including costs incurred by the Company and accrued costs incurred by DFB prior to the closing of the Business Combination, that were paid upon closing. In connection with the Business Combination, the Company filed its Second Amended and Restated Certificate of Incorporation to increase the total number of shares of all classes of capital stock which the Company is authorized to issue to 250,000,000 shares, consisting of 210,000,000 shares of Class A Common Stock with a par value of $0.0001 per share, 35,000,000 shares of Class B Common Stock with a par value of $0.0001 per share, and 5,000,000 shares of Preferred Stock with a par value of $0.0001 per share. Holders of common stock are entitled to one vote for each share. The shares of Preferred Stock shall be issued with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2019, there were 40,816,292 shares of Class A Common Stock and 31,563,799 shares of Class B Common Stock outstanding. At December 31, 2019 there were no shares of Preferred Stock issued or outstanding. Warrants The Company has 12,666,666 warrants outstanding as of December 31, 2019. Each warrant is exercisable for one share of common stock at a price of $11.50 per share. The exercise price and number of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Contingent Consideration Pursuant to the Merger Agreement, the former owners of Adapthealth Holdings who received Class B Common Stock in connection with the Business Combination are entitled to receive an equity classified earn-out consideration to be paid in the form of New AdaptHealth Units (and a corresponding number of shares of Class B Common Stock) and the former owners of Adapthealth Holdings who received Class A Common Stock in connection with the Business Combination are entitled to receive earn-out consideration to be paid in the form of Class A Common Stock, if the 30-day volume-weighted average price of the Company’s Class A Common Stock equals or exceeds certain hurdles set forth in the Merger Agreement. The former owners of AdaptHealth Holdings can potentially receive up to an additional 1,000,000 shares in December 2020, 2021 and 2022, for a total of 3,000,000 shares, as a part of the earn-out consideration. As of December 31, 2019, the hurdles have not been met. March 2019 Recapitalization Transactions As discussed in Note 10, Debt . in March 2019, the Company entered into several agreements, amendments and new financing facilities as part of the March 2019 Recapitalization Transactions. In addition to the debt proceeds received as part of these transactions, the Company also received proceeds of $20,000,000 for the purchase of members’ interests pursuant to the Note and Unit Purchase Agreement. The proceeds from the March 2019 Recapitalization Transactions were used to (1) repay existing amounts outstanding under the Company’s credit facility of $151,875,000, (2) pay transaction costs, fees and expenses related to the consummation of the Note and Unit Purchase Agreement, (3) pay a $250,000,000 distribution to AdaptHealth Holdings’ members, and (4) redeem certain members’ interests, including the cumulative preferred dividends, for $3,713,455. Equity‑based Compensation AdaptHealth Holdings granted Incentive Units in June 2019 (the 2019 Incentive Units) and in April 2018 (the 2018 Incentive Units) to certain members of management. The Incentive Units were intended to constitute profits interests and were granted for purposes of enabling such individuals to participate in the long-term growth and financial success of the Company and were issued in exchange for services to be performed. With respect to the 2019 Incentive Units, 50% of the awards vest in equal annual installments on each of the first, second, third and fourth anniversaries of the Vesting Commencement Date as defined in the agreements (which was determined to be May 20, 2019). The remaining 50% had vesting terms based upon the first to occur of a sale of AdaptHealth Holdings and the fourth anniversary of the Vesting Commencement Date, in either case, provided that the equity value of AdaptHealth Holdings at the time of such sale or fourth anniversary equals or exceeded a certain threshold as defined in the agreements, subject to the employee’s continuous employment through each applicable vesting date. In connection with the Business Combination, the vesting conditions for this portion of the 2019 Incentive Units was changed to vest quarterly during the one-year period subsequent to the closing of the Business Combination. The grant date fair value of the 2019 Incentive Units, as calculated under an Option Pricing Method, was $4,511,120, and will be recognized as expense over the employees’ requisite service period. The 2018 Incentive Units vest 50% on the second anniversary of the Vesting Commencement Date as defined in the agreements (which was determined to be May 17, 2018), and 25% on the third and fourth anniversaries of the Vesting Commencement Date, subject to the employee’s continuous employment with the Company through each applicable vesting date. The grant date fair value of the 2018 Incentive Units, as calculated under an Option Pricing Method, was $5,344,500, and will be recognized as expense over the employees’ requisite service period. The assumptions used to determine the grant‑date fair value of the 2019 Incentive Units and 2018 Incentive Units was as follows: 2019 2018 Incentive Units Incentive Units Expected volatility (1) 40.0 % 35.0 % Risk-free interest rate (2) 2.0 % 2.3 % Expected term (3) 1.5 years 1.5 years Discount for lack of marketability (4) 25.0 % 30.0 % (1) The expected volatility is derived from the asset volatilities of comparable public companies. (2) The risk-free interest rate is obtained from Standard and Poor’s Capital IQ, and represents the yield on a treasury note as of the valuation date with the maturity matching the expected term. (3) The expected term is based on management’s estimate. (4) The discount for lack of marketability is based on put option analyses using similar timing inputs. In conjunction with the March 2019 Recapitalization Transactions, all holders of the 2018 Incentive Units received an advance for future distribution. These cash distributions were treated as a modification of the awards for accounting purposes. In conjunction with the Business Combination, the vesting of certain of the 2018 Incentive Units was accelerated. The 2019 Incentive Units and the 2018 Incentive Units were converted into members’ interests prior to the Closing of the Business Combination. In connection with the Business Combination, certain members of management were awarded shares of the Company’s Class A Common Stock for services performed. The fair value of these immediately vested shares was $3,195,563 and was recognized as compensation cost on the grant date during the year ended December 31, 2019. In addition, in November 2019, the Company granted 15 shares of Class A Common Stock to each employee of the Company. The fair value of such shares was $313,979 and was recognized as compensation cost during the year ended December 31, 2019. On November 7, 2019, the stockholders of the Company approved the AdaptHealth Corp. 2019 Stock Incentive Plan (the 2019 Plan), effective upon closing of the Business Combination. In connection with the 2019 Plan, the Company provides equity-based compensation to attract and retain employees while also aligning employees’ interest with the interests of its stockholders. The 2019 Plan permits the grant of various equity-based awards to selected employees and directors. The 2019 Plan permits the grant of up to 8,000,000 shares of Class A Common Stock, subject to certain adjustments and limitations. The following awards were granted in connection with the 2019 Plan during the year ended December 31, 2019: · On November 21, 2019, the Company granted 410,000 shares of restricted stock to certain executive officers. On each of December 31, 2020, 2021 and 2022, one-third of the shares are eligible to vest based on the cumulative annual growth rate of the Company’s stock based on the volume weighted average price during the ten trading days immediately preceding the vesting date (which is considered a market condition), subject to the employee’s continuous employment with the Company at such vesting date. The grant-date fair value of the awards, using a Monte Carlo simulation analysis, was $1,193,100 and will be recognized as expense on a straight-line basis over the employees’ requisite service period. · On November 21, 2019, the Company granted 3,416,666 options to purchase shares of common stock of the Company to certain executive officers that have an exercise price of $11.50 per share. On each of December 31, 2020, 2021 and 2022, one-third of the shares are eligible to vest based on a performance condition relative to the achievement of certain defined financial metrics, subject to the employee's continuous employment through the applicable vesting date. At December 31, 2019 management estimates that 50% of the shares will vest based on the projected achievement of such metrics. The grant-date fair value of the awards, using a Black-Scholes option pricing model, was $7,248,653 and will be recognized as expense on a straight-line basis over the employees’ requisite service period if the awards are considered probable to vest. The assumptions used to determine the grant‑date fair value of stock options granted during the year ended December 31, 2019 were as follows: 2019 Expected volatility 35.9 % Risk-free interest rate 1.7 % Expected term 6.0 years Dividend yield N/A · On November 21, 2019, the Company granted 460,000 shares of restricted stock to certain senior management employees. Such shares will vest 25% on December 31, 2020, 2021, 2022 and 2023, subject to the employee's continuous employment through the applicable vesting date. The grant-date fair value of the awards, based on the market price of the Company’s common stock on the date of grant, was $3,730,600 and will be recognized as expense on a straight-line basis over the employees’ requisite service period. · On December 16, 2019, the Company granted 31,250 shares of restricted stock to its non-employee board members. Such shares will vest immediately prior to the Company’s annual stockholders’ meeting following the grant date, subject to the individual’s continuous service through the applicable vesting date. The grant-date fair value of the awards, based on the market price of the Company’s common stock on the date of grant, was $333,125 and will be recognized as expense on a straight-line basis over the vesting period. The Company recorded equity-based compensation expense of $11,070,075 and $883,373 during the years ended December 31, 2019 and 2018, respectively, which is included in general and administrative expenses in the accompanying consolidated statements of operations. The expense recorded during the year ended December 31, 2019 included $2,694,201 in connection with the acceleration of vesting of the 2018 Incentive Units and $2,200,519 for the modification of the awards relating to the cash distributions discussed above. At December 31, 2019, there was $12,197,387 of unrecognized compensation expense related to equity-based compensation awards, which is expected to be recognized over a weighted-average term of 2.8 years. At December 31, 2019, 3,682,084 shares of the Company’s Class A Common Stock are available for issuance under the 2019 Plan. |
Net Income (Loss) Per Common Sh
Net Income (Loss) Per Common Share | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Earnings per share | ||
Net Income (Loss) Per Common Share | (11) Net Income (Loss) Per Common Share The Business Combination was accounted for as a reverse recapitalization by which AdaptHealth Holdings issued stock for the net assets of the Company accompanied by a recapitalization. Earnings per share has been recast for all historical periods to reflect the Company’s capital structure for all comparative periods. The Company excluded the effect of the warrants, unvested restricted stock, stock options and Class B Common Stock from the computation of diluted net income (loss) per share for the three months ended March 31, 2020 because the effect of including them would be anti-dilutive as a result of the Company being in a net loss position for such period. There were no such items outstanding for the three months ended March 31, 2019. | (12) Net Income (Loss) Per Common Share The Business Combination was accounted for as a reverse recapitalization by which AdaptHealth Holdings issued stock for the net assets of the Company accompanied by a recapitalization. Earnings per share has been recast for all historical periods to reflect the Company’s capital structure for all comparative periods. The Company excluded the effect of the warrants, unvested restricted stock and stock options from the computation of diluted net income (loss) per share in the year ended December 31, 2019 as their inclusion would have been anti-dilutive because the Company is in a net loss position for such period. The Company excluded the Class B Common Stock from the computation of diluted net income (loss) per share because the effect of including them would be anti-dilutive as a result of the Company being in a loss position for the year ended December 31, 2019. The following table sets forth the calculation of basic and diluted earnings per share for the periods indicated based on the weighted average number of common shares outstanding for the period subsequent to the transactions that occurred in connection with the Business Combination: Year Ended December 31, 2019 2018 Basic net (loss) income per common share Numerator: Basic net (loss) income attributable to AdaptHealth Corp. $ (14,995,895) $ 23,260,347 Denominator: Basic and diluted weighted average shares outstanding 22,557,213 11,899,898 Basic and diluted net (loss) income per share attributable to Class A shareholders $ (0.66) $ 1.95 |
Leases
Leases | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Lease Commitments | ||
Lease Commitments | (12) Leases Capital Leases The Company has acquired patient medical equipment and supplies, and office equipment through multiple capital leases. The capital lease obligations represent the present value of minimum lease payments under the respective agreement, payable monthly at various interest rates. Interest expense related to capital leases was $16,305 and $35,083 for the three months ended March 31, 2020 and 2019, respectively. As of March 31, 2020, future annual minimum payments required under lease obligations are as follows: Twelve months ended March 31, 2021 $ 20,442,099 2022 215,164 Total 20,657,263 Less amount representing interest (70,192) 20,587,071 Current portion (20,421,195) Long-term portion $ 165,876 At March 31, 2020 and December 31, 2019, equipment under capital leases consisted of patient equipment with a cost basis of approximately $40,600,000 and $39,100,000, respectively, and accumulated depreciation of approximately $12,200,000 and $11,700,000, respectively. Depreciation expense for equipment purchased under capital leases is primarily included in cost of net revenue in the accompanying consolidated statements of operations. Operating Leases The Company leases its office facilities and office equipment under noncancelable lease agreements which expire at various dates through March 2033. Some of these lease agreements include an option to renew at the end of the term. The Company also leases certain patient medical equipment with such leases set to expire at various dates through November 2021. The Company also leases certain office facilities on a month to month basis. In some instances, the Company is also required to pay its pro rata share of real estate taxes and utility costs in connection with the premises. Some of the leases contain fixed annual increases of minimum rent. Accordingly, the Company recognizes rent expense on a straight-line basis and records the difference between the recognized rent expense and the amount payable under the lease as deferred rent. The deferred rent recorded in accounts payable and accrued expenses on the accompanying consolidated balance sheets at March 31, 2020 and December 31, 2019 was $1,180,874 and $1,124,702, respectively. The Company recorded rent expense of $3,505,955 and $2,351,566 for the three months ended March 31, 2020 and 2019, respectively, which is primarily included in cost of net revenue in the accompanying consolidated statements of operations. The minimum annual lease commitments under noncancelable leases with initial or remaining terms in excess of one year as of March 31, 2020 are as follows: Twelve months ended March 31, 2021 $ 16,547,233 2022 11,746,784 2023 9,823,064 2024 8,316,930 2025 6,390,029 Thereafter 17,668,659 Total minimum payments required (a) $ 70,492,699 (a) Minimum payments have not been reduced by minimum sublease rentals of $2,712,886 due in the future under noncancelable subleases. | (14) Lease Commitments The Company leases its office facilities and office equipment under noncancelable lease agreements which expire at various dates through November 2028. Some of these lease agreements include an option to renew at the end of the term. The Company also leases certain patient medical equipment with such leases set to expire at various dates through November 2021. The Company also leases certain office facilities on a month to month basis. In some instances, the Company is also required to pay its pro rata share of real estate taxes and utility costs in connection with the premises. Some of the leases contain fixed annual increases of minimum rent. Accordingly, the Company recognizes rent expense on a straight-line basis and records the difference between the recognized rent expense and the amount payable under the lease as deferred rent. The deferred rent recorded in accounts payable and accrued expenses on the accompanying consolidated balance sheets at December 31, 2019 and 2018 was $1,124,702 and $741,167, respectively. The Company recorded $10,281,541 and $6,393,522 of rent expense for the years ended December 31, 2019 and 2018, respectively, which is primarily included in cost of net revenue in the accompanying consolidated statements of operations. The minimum annual lease commitments under noncancelable leases with initial or remaining terms in excess of one year as of December 31, 2019 are as follows: 2020 $ 12,291,753 2021 7,811,982 2022 5,632,124 2023 4,492,642 2024 3,082,588 Thereafter 4,036,732 $ 37,347,821 |
Income Taxes
Income Taxes | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Income Taxes | ||
Income Taxes | (13) Income Taxes The Company is subject to U.S. federal, state, and local income taxes with respect to its allocable share of any taxable income or loss of AdaptHealth Holdings. AdaptHealth Holdings is treated as a partnership for U.S. income tax purposes and generally does not pay income taxes in most jurisdictions. Instead, AdaptHealth Holdings’ taxable income or loss is passed through to its members, including the Company. Additionally, the Company is subject to U.S. federal, state, and local income taxes on the taxable income or loss of the underlying C-corporations in the AdaptHealth group where taxes are paid at the entity level. For the three months ended March 31, 2020 and 2019, the Company recorded income tax expense of $1,106,722 and $2,418,441 respectively. As of March 31, 2020 and December 31, 2019, the Company had no uncertain tax positions that would require recognition or disclosure in the consolidated interim financial statements. Tax Receivable Agreement AdaptHealth Corp. is party to a Tax Receivable Agreement (TRA) with certain current and former members of AdaptHealth Holdings. The TRA provides for the payment by AdaptHealth Corp. of 85% of the tax savings, if any, that AdaptHealth Corp. realizes (or is deemed to realize in certain circumstances) as a result of (i) certain increases in tax basis resulting from exchanges of New AdaptHealth Units and shares of Class B Common Stock; (ii) certain tax attributes of the corresponding sellers existing prior to an exchange; (iii) imputed interest deemed to be paid by AdapthHealth Corp. as a result of payments it makes under the TRA; and (iv) certain increases in tax basis resulting from payments AdaptHealth Corp. makes under the TRA. During the three months ended March 31, 2020, the Company increased its TRA liability through an aggregate $4.0 million reduction in additional-paid-in capital resulting from additional exchanges of New AdaptHealth Units and shares of Class B Common Stock. Correspondingly, during the three months ended March 31, 2020, the Company increased its deferred tax asset by approximately $6.5 million through an increase in additional-paid-in-capital resulting from these exchanges and additional increases of AdaptHealth Corp.’s ownership interest in AdaptHealth Holdings. At March 31, 2020 and December 31, 2019, the Company had a liability recorded relating to the TRA of approximately $14,800,000 and $10,800,000, respectively, which is included in other long-term liabilities in the accompanying consolidated balance sheets. | (19) Income Taxes Prior to the completion of the Business Combination, AdaptHealth Holdings was a limited liability company and treated as a partnership for federal and state income tax purposes. A partnership is not a tax-paying entity for federal and state income tax purposes, and as such, the results of operations were allocated to the members for inclusion in their income tax returns. In addition, there are regular C-corporations included in the AdaptHealth Holdings group where taxes were paid at the entity level. Following the Business Combination, the income of AdaptHealth Holdings will flow through to the Company and will be taxed at the federal and state levels accordingly. The noncontrolling interest will be allocated to the AdaptHealth Holdings members for inclusion in their income tax returns. The underlying C-corporations included in the AdaptHealth group will still be taxed at the entity level for both federal and state income taxes. The current and deferred income tax expense (benefit) for the years ended December 31, 2019 and 2018 is as follows: 2019 2018 Current: Federal $ (961,588) $ — State 1,222,292 778,190 260,704 778,190 Deferred: Federal 673,664 (1,549,549) State 221,634 (1,326,346) 895,298 (2,875,895) Total income tax (benefit) expense $ 1,156,002 $ (2,097,705) A reconciliation of the effective income tax rate with the applicable statutory federal income tax rate for the years ended December 31, 2019 and 2018 is as follows: 2019 2018 Federal tax at statutory rate 21.0 % 21.0 % Non‑taxable income (46.6) % 0.8 % State income taxes, net of federal benefit (9.6) % (3.2) % Change in valuation allowance 5.3 % (32.3) % Net operating loss write‑offs — 3.6 % Deferred adjustments 18.1 — % Other 1.9 % 0.7 % Effective income tax rate (benefit) (9.9) % (9.4) % Deferred income tax assets and liabilities are comprised of the following at December 31, 2019 and 2018: 2019 2018 Deferred income tax assets: Accounts receivable $ 3,188,976 $ 1,575,902 Goodwill 4,805,554 5,401,652 Investment in partnership 41,745,232 — Inventory 60,677 54,239 Accruals 249,595 615,327 Net operating losses and credits 3,494,969 4,986,913 Charitable contribution 16,942 16,420 Start-up / organizational costs 509,221 — AMT credit 208,056 208,056 Total deferred income tax assets 54,279,222 12,858,509 Valuation allowance (22,502,544) — Net deferred income tax assets $ 31,776,678 $ 12,858,509 Deferred income tax liabilities: Equipment and other fixed assets (4,271,299) (3,779,319) Total deferred income tax liabilities (4,271,299) (3,779,319) Noncurrent net deferred income tax assets $ 27,505,379 $ 9,079,190 Deferred income taxes are determined based on the temporary differences between the financial statement book basis and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. In assessing the realizability of deferred income tax assets, management considers whether it is more likely than not that all, or some portion, of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities and projected future taxable income in making this assessment. Management evaluates the need for valuation allowances on the deferred income tax assets according to the provisions of FASB ASC 740, Income Taxes . In making this determination, management assesses all available evidence, both positive and negative, available at the time balance sheet date. This includes, but is not limited to, recent earnings, internally prepared income projections, and historical financial performance. A history of cumulative losses is a significant piece of negative evidence used in the assessment. At the date of the Business Combination, FASB ASC 740 requires the Company to record deferred taxes on the difference between the book and tax basis of its investment in AdaptHealth Holdings. The tax basis in the Company’s investment in AdaptHealth Holdings exceeded the book basis at the date of the Business Combination, and therefore a deferred tax asset was recorded. The Company evaluated the realization of the deferred tax asset, and based on available evidence, a valuation allowance was recorded as the Company does not expect to realize the entire deferred tax asset. As of December 31, 2019, and 2018, the Company had a valuation allowance recorded against net deferred tax assets of $22,502,544, and $0, respectively. As of December 31, 2019, and 2018, the Company had federal net operating loss carryforwards of $10,277,179 and $14,600,577, respectively. As of December 31, 2019, and 2018, the Company had state net operating losses of $21,864,894 and $32,963,779 respectively. Federal net operating losses generated after December 31, 2017 do not expire and the state rules vary by state. All of the Company’s net operating losses in existence for federal and state purposes were generated in tax years prior to 2018. The net operating losses, if not used, will begin to expire in 2036. The Company will recognize a tax benefit in the financial statements for an uncertain tax position only if management’s assessment is that the position is “more likely than not” (i.e., a likelihood greater than 50 percent) to be allowed by the tax jurisdiction based solely on the technical merits of the position. The term “tax position” refers to a position in a previously filed tax return or a position expected to be taken in a future tax return that is reflected in measuring current or deferred income tax assets and liabilities for financial reporting purposes. As of December 31, 2019 and 2018, the Company had no uncertain tax positions that would require recognition or disclosure in the consolidated financial statements. The Company files income tax returns in the U.S. Federal jurisdiction and various state jurisdictions. Tax years 2015 and forward remain open for examination for Federal and state tax purposes. The Company files income tax returns in the U.S. federal jurisdiction and in various state jurisdictions. The Company generally is no longer subject to U.S. or state examinations by tax authorities for taxable years prior to 2014, based on the U.S. statute of limitations. However, net operating losses utilized from prior years in subsequent years’ tax returns are subject to examination until three years after the filing of subsequent years’ tax returns. Tax Receivable Agreement The owners of AdaptHealth Holdings have the right to exchange their New AdaptHealth Units for shares of Class A Common Stock of the Company. As a result of such exchanges, the Company’s membership interest in AdaptHealth Holdings will increase and its purchase price will be reflected in its share of the tax basis of AdaptHealth Holdings’ tangible and intangible assets. Any resulting increases in tax basis are likely to increase tax depreciation and amortization deductions and, therefore, reduce the amount of income tax the Company would otherwise be required to pay in the future. Any such increase would also decrease gain (or increase loss) on future dispositions of the affected assets. At the closing of the Business Combination, there were exchanges of 3,480,466 New AdaptHealth Units resulting in approximately $33,600,000 of amortizable IRC Section 754 tax basis step-up in the tax-deductible goodwill of AdaptHealth Holdings. Through December 31, 2019, there were an additional 550,000 exchanges of New AdaptHealth Units that increased the amortizable IRC Section 754 tax basis step-up of tax-deductible goodwill by approximately $6,000,000. At the closing of the Business Combination, DFB and AdaptHealth Holdings entered into a Tax Receivable Agreement (TRA) with certain sellers and AdaptHealth Holdings members. The TRA will generally provide for the payment by DFB to the corresponding sellers and AdaptHealth Holdings members of 85% of the net cash savings, if any, in U.S. federal, state and local income tax that DFB actually realizes (or is deemed to realize in certain circumstances) in periods after the closing of the Business Combination as a result of: (i) certain tax attributes of the corresponding sellers existing prior to the Business Combination; (ii) certain increases in tax basis resulting from exchanges of New AdaptHealth Units and shares of Class B Common Stock; (iii) imputed interest deemed to be paid by DFB as a result of payments it makes under the TRA; and (iv) certain increases in tax basis resulting from payments DFB makes under the TRA. Under the TRA, the benefits deemed realized by the Company as a result of the increase in tax basis attributable to the AdaptHealth Holdings members generally will be computed by comparing the actual income tax liability of the Company to the amount of such taxes that the Company would have been required to pay had there been no so increase in tax basis. Estimating the amount of payments that may be made under the TRA depends on a variety of factors. The actual increase in tax basis and deductions, as well as the amount and timing of any payments under the TRA, will vary depending upon several factors, including: · The timing of such exchanges – for instance, the increase in any tax deductions will vary depending on the fair value of the depreciable or amortizable assets of AdaptHealth Holdings at the time of each exchange, which fair value may fluctuate over time; · The price of the Company’s Class A Common Stock at the time of the exchange – the increase in any tax deductions, and the tax basis increase in other assets of AdaptHealth Holdings is directly proportional to the price of the Company’s Class A Common Stock at the time of the exchange; · The amount and timing of the Company’s income – the Company is required to pay 85% of the deemed benefits as and when deemed realized. If AdaptHealth Holdings does not have taxable income, the Company is generally not required (absent a change in control or circumstances requiring an early termination payment) to make payments under the TRA for that taxable year because no benefit will have been realized. However, any tax benefits that do not result in realized benefits in a given tax year likely will generate tax attributes that may be utilized to generate benefits in previous or future tax years. The utilization of such tax attributes will result in payments under the TRA; and · Future tax rates of jurisdictions in which the Company has tax liability. The TRA also provides that upon certain mergers, asset sales, other forms of business combinations or other changes of control, AdaptHealth Holdings’ (or its successor’s) obligations under the TRA would be based on certain assumptions defined in the TRA. As a result of these assumptions, AdaptHealth could be required to make payments under the TRA that are greater or less than the specified percentage of the actual benefits realized by the Company that are subject to the TRA. In addition, if AdaptHealth Holdings elects to terminate the TRA early, it would be required to make an early termination payment, which upfront payment may be made significantly in advance of the anticipated future tax benefits. Payments generally are due under the TRA within a specified period following the filing of AdaptHealth Holdings’ U.S. federal and state income tax returns for the taxable year with respect to which the payment obligation arises. Payments under the TRA generally will be based on the tax reporting positions that AdaptHealth Holdings will determine. Although AdaptHealth Holdings does not expect the Internal Revenue Service (IRS) to challenge the Company’s tax reporting positions, AdaptHealth Holdings will not be reimbursed for any overpayments previously made under the TRA, but instead the overpayments will reduce future payments. As a result, in certain circumstances, payments could be made under the TRA in excess of the benefits that AdaptHealth Holdings realizes in respect of the tax attributes subject to the TRA. The term of the TRA generally will continue until all applicable tax benefits have been utilized or expired, unless the Company exercises its right to terminate the TRA and make an early termination payment. In certain circumstances (such as certain changes in control, the election of the Company to exercise its right to terminate the agreement and make an early termination payment or an IRS challenge to a tax basis increase) it is possible that cash payments under the TRA may exceed actual cash savings. At December 31, 2019, the Company recorded a liability relating to the TRA of approximately $10,800,000, which is included in other long-term liabilities in the accompanying consolidated balance sheets. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies. | ||
Commitments and Contingencies | (14) Commitments and Contingencies In the normal course of business, the Company is subject to loss contingencies, such as legal proceedings and claims arising out of its business that cover a wide range of matters. In accordance with FASB ASC Topic 450, Accounting for Contingencies , the Company records accruals for such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Significant judgement is required to determine both probability and the estimated amount. The Company reviews at least quarterly and adjusts accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. At this time, the Company has no accrual related to lawsuits, claims, investigations and proceedings. In connection with the Company’s acquisition of PPS HME Holdings LLC (PPS) in May 2018, the Company assumed a Corporate Integrity Agreement (CIA) at one of PPS’ subsidiaries, Braden Partners L.P. d/b/a Pacific Pulmonary Services (BP). The CIA was entered into with the Office of Inspector General of the U.S. Department of Health and Human Services (OIG). The CIA has a five-year term which expires in April 2022. In connection with the acquisition and integration of PPS by AdaptHealth, the OIG confirmed that the requirements of the CIA imposed upon BP would only apply to the operations of BP and therefore no operations of any other AdaptHealth affiliate are subject to the requirements of the CIA following the acquisition. | (17) Commitments and Contingencies In the normal course of business, the Company is subject to loss contingencies, such as legal proceedings and claims arising out of its business that cover a wide range of matters. 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 judgement is required to determine both probability and the estimated amount. The Company reviews at least quarterly and adjusts accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. At this time, the Company has no accrual related to lawsuits, claims, investigations and proceedings. |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Related Party Transactions | ||
Related Party Transactions | (15) Related Party Transactions The Company has an outstanding note payable with a principal balance of $143,500,000 with an investor who also has equity ownership in the Company. The Company and two of its executive officers each owned an equity interest in a vendor of the Company that provides workflow technology services. Each individual’s equity ownership was less than 1%. The expense related to this vendor was $1,456,501 and $779,110 for the three months ended March 31, 2020 and 2019, respectively. The Company accounted for this investment under the cost method of accounting based on its level of equity ownership. In February 2020, the Company and each executive officer sold their respective equity interest. The Company’s investment had a carrying value of $1,455,000 and the Company received proceeds of $2,045,701 in connection with the transaction, resulting in a gain of $590,701 which is included in cost of net revenue in the accompanying consolidated statements of operations for the three months ended March 31, 2020. The Company and two of its executive officers and shareholders own an equity interest in a vendor of the Company that provides automated order intake software. Each individual’s equity ownership is less than 1%. The expense related to this vendor was $544,449 and $450,000 for the three months ended March 31, 2020 and 2019, respectively. The Company accounts for this investment under the cost method of accounting based on its level of equity ownership. | (18) Related Party Transactions As discussed in Note 10, Debt , the Company has an outstanding note payable with an investor with a principal amount of $143,500,000. This investor also has equity ownership in the Company. At December 31, 2017, the Company had an outstanding balance of $1,123,181 payable to certain members of AdaptHealth Holdings. The payable was noninterest bearing and had no specific repayment terms. The Company repaid the amount in full during 2018. In 2014, Ocean Home Health Supply LLC, a subsidiary of the Company, executed an agreement with a related party for software and billing services. The agreement was for one year and automatically renewed from year to year. This agreement was terminated effective December 31, 2018, therefore there was no expense related to the agreement during the year ended December 31, 2019. The expense for the year ended December 31, 2018 related to the agreement was $2,287,909. On December 31, 2014, an executive of AdaptHealth Holdings borrowed $965,550 to acquire membership interests in AdaptHealth Holdings, which was recorded as a reduction to members’ equity at that time. The principal was due in full at maturity on December 31, 2021. Monthly payments were due of interest only at a rate of 1.9% per annum starting in February 2015. As part of the transactions completed in connection with the Business Combination, the loan was forgiven, resulting in an expense of $965,550, which is included in general and administrative expenses in the accompanying statements of operations during the year ended December 31, 2019. In 2014, AdaptHealth Holdings entered into a term loan (the Loan) with a private investment group (the Lender) who also had equity ownership. As of December 31, 2017, $8,642,144 was outstanding under this agreement, which was repaid in full in February 2018 in connection with a debt restructuring completed by AdaptHealth Holdings. In connection with the repayment of the Loan, the Company incurred a prepayment penalty expense of $345,686, which is included in Loss on extinguishment of debt, net, in the accompanying consolidated statements of operations for the year ended December 31, 2018. The Company and two of its executive officers owned an equity interest in a vendor of the Company that provides workflow technology services. Each individual’s equity ownership was less than 1%. The expense related to this vendor was $4,488,080 and $1,905,454 for the years ended December 31, 2019 and 2018, respectively. The Company accounted for this investment under the cost method of accounting based on its level of equity ownership. In February 2020, the Company and its executive officers sold its equity interest. The Company’s investment had a carrying value of $1,455,000 and the Company received proceeds of $2,045,701 in connection with the transaction, resulting in a gain of $590,701 which will be recorded in the first quarter of 2020. The Company and two of its executive officers and shareholders own an equity interest in a vendor of the Company that provides automated order intake software. Each individual’s equity ownership is less than 1%. The expense related to this vendor was $1,964,266 and $1,636,919 for the years ended December 31, 2019 and 2018, respectively. The Company accounts for this investment under the cost method of accounting based on its level of equity ownership. |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Subsequent Events | ||
Subsequent Events | (16) Subsequent Events In response to the COVID-19 pandemic and the National Emergency Declaration, dated March 13, 2020, the Company activated certain business interruption protocols, including acquisition and distribution of personal protective equipment to its patient-facing employees, accelerated capital expenditures of certain products and relocation of significant portions of its workforce to “work-from-home” status. The Company also increased its cash liquidity by, among other things, seeking recoupable advance payments of approximately $47 million made available by CMS under the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act) legislation, which was received in April 2020. In addition, in April 2020, the Company received distributions of the CARES Act provider relief funds of approximately $17 million targeted to offset lost revenue and expenditures incurred in connection with the COVID-19 pandemic. The provider relief funds are subject to certain restrictions and are subject to recoupment if not used for designated purposes. As permitted under the CARES Act, the Company has also elected to defer certain portions of employer-paid FICA taxes otherwise payable from March 27, 2020 to January 1, 2021, which will be paid in two equal installments on December 31, 2021 and December 31, 2022. In April 2020 the Company repaid $20 million of amounts borrowed under the New Revolver upon receipt of the advanced payments from CMS and provider relief funds discussed above. Subsequent to March 31, 2020, holders of New AdaptHealth Units and Class B Common Stock exchanged 1,953,549 New AdaptHealth Units together with a corresponding number of shares of Class B Common Stock for 1,953,549 shares of Class A Common Stock. Subsequent to March 31, 2020, 109,983 warrants were exercised for proceeds of $1,264,804 resulting in the issuance of 109,983 shares of Class A Common Stock. | (20) Subsequent Events Acquisitions On January 2, 2020, the Company purchased 100% of the equity interests of NRE Holding Corporation (NRE), a subsidiary of McKesson Corporation (McKesson). In connection with the transaction, AdaptHealth Corp. acquired the Patient Care Solutions business (PCS) from McKesson. PCS provides wound care supplies, ostomy supplies, urological supplies, incontinence supplies, diabetic care supplies, and breast pumps directly to patients across the United States. The total cash paid at closing was approximately $15,000,000. In addition, the Company may be required to make an additional payment of $1,500,000 to McKesson after the closing of the transaction pursuant to the terms and conditions of a Transition Services Agreement executed in connection with the transaction. On March 2, 2020, the Company purchased certain assets relating to the durable medical equipment business of Advanced Home Care, Inc. (Advanced). Advanced is a durable medical equipment company headquartered in North Carolina. The total consideration was $67,516,604, inclusive of an initial cash payment of $52,526,604, an escrow payment of $5,990,000, and a potential deferred payment up to $9,000,000 to be paid within six months subsequent to closing based on certain required conditions after closing. The initial cash payment was partially funded by proceeds of $50,000,000 borrowed under the Delayed Draw Loan. On February 28, 2020, the Company purchased 100% of the membership interests of Healthline Medical Equipment, LLC, (Healthline). Healthline is headquartered in Texas and provides durable medical equipment and supplies to its customers. The total consideration was $38,433,188, inclusive of an initial cash payment of $29,433,188, an escrow payment of $3,000,000, and shares of Class A Common Stock with a value of $6,000,000, with such number of shares based on the volume-weighted average price of the Company’s Class A Common Stock for the 20 consecutive trading days prior to closing. As of the date the consolidated financial statements were available to be issued, the Company was in the process of determining the allocation of the purchase price to the fair value of the net assets acquired for these acquisitions. Other Subsequent to December 31, 2019, holders of New AdaptHealth Units and Class B Common Stock exchanged 500,000 New AdaptHealth Units together with a corresponding number of shares of Class B Common Stock for 500,000 shares of Class A Common Stock, which were then sold to unrelated third parties in a private transaction. Subsequent to December 31, 2019, 3,050,746 warrants were exercised in cashless transactions resulting in the issuance of 857,990 shares of the Company’s Class A Common Stock. |
General Information (Policies)
General Information (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies | ||
Basis of Presentation | (a) Basis of Presentation The consolidated interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). In the opinion of management, the consolidated interim financial statements include all necessary adjustments for a fair presentation of the financial position and results of operations for the periods presented. The Business Combination was accounted for as a reverse recapitalization, with DFB treated as the acquired company and AdaptHealth Holdings as the acquirer, for financial reporting purposes. Therefore, the equity structure has been restated to that of the Company. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the Securities Act), as modified by the Jumpstart our Business Startups Act of 2012, (the JOBS Act), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and other exemptions. | (a) Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). In the opinion of management, the consolidated financial statements include all necessary adjustments for a fair presentation of the financial position and results of operations for the periods presented. As discussed in Note 1, Nature of Business , the Business Combination was accounted for as a reverse recapitalization, with DFB treated as the acquired company and AdaptHealth Holdings as the acquirer, for financial reporting purposes. Therefore, the equity structure has been restated to that of the Company. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the Securities Act), as modified by the Jumpstart our Business Startups Act of 2012, (the JOBS Act), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, will adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Basis of Consolidation | (b) Basis of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. | (b) Basis of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Concentration of Credit Risk | (c) Concentration of Credit Risk Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and trade accounts receivable. The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents. | |
Accounting Estimates | (d) Accounting Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and reported amounts of revenues and expenses during the reporting period. Management bases these estimates and assumptions upon historical experience, existing and known circumstances, authoritative accounting pronouncements and other factors that management believes to be reasonable. Significant areas requiring the use of management estimates relate to revenue recognition and the valuation of accounts receivable (implicit price concession), income taxes, contingent consideration, equity-based compensation, interest rate swaps, and long-lived assets, including goodwill. Actual results could differ from those estimates. | (c) Accounting Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and reported amounts of revenues and expenses during the reporting period. Management bases these estimates and assumptions upon historical experience, existing and known circumstances, authoritative accounting pronouncements and other factors that management believes to be reasonable. Significant areas requiring the use of management estimates relate to revenue recognition and the valuation of accounts receivable (implicit price concession), income taxes, contingent consideration, equity-based compensation, interest rate swaps, and long-lived assets, including goodwill. Actual results could differ from those estimates. |
Business segment | (e) Business Segment The Company’s chief operating decision-makers are its Chief Executive Officer and President, who make resource allocation decisions and assess performance based on financial information presented on an aggregate basis. There are no segment managers who are held accountable by the chief operating decision-makers, or anyone else, for any planning, strategy and key decision-making regarding operations. The corporate office is responsible for contract negotiation with vendors and payors, corporate compliance with healthcare laws and regulations, and revenue cycle management. Accordingly, the Company has a single reportable segment and operating segment structure. | (u) Business Segment The Company’s chief operating decision-makers are its Chief Executive Officer and President, who make resource allocation decisions and assesses performance based on financial information presented on an aggregate basis. There are no segment managers who are held accountable by the chief operating decision-maker, or anyone else, for any planning, strategy and key decision-making regarding operations. The corporate office is responsible for contract negotiation with vendors and payors and corporate compliance with healthcare laws and regulations. Accordingly, the Company has a single reportable segment and operating segment structure. |
Recent Accounting Pronouncements | (f) Recently Issued Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842) (ASU 2016-02), which amended authoritative guidance on accounting for leases. The new provisions require that a lessee of operating leases recognize a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term. The Company is required to adopt the new standard for the annual reporting period beginning January 1, 2021, and interim reporting periods beginning January 1, 2022. The adoption of this standard is expected to have a material impact on the Company’s financial position. The Company is still evaluating the impact on its results of operations and does not expect the adoption of this standard to have an impact on liquidity. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (ASC Topic 350): Simplifying the Test for Goodwill Impairment , which will eliminate the requirement to calculate the implied fair value of goodwill, commonly referred to as “Step 2” in the current goodwill impairment test. An entity will still have the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The Company adopted this standard on January 1, 2020, which did not have a material impact on the Company’s consolidated financial statements. | (bb) Recently Adopted Accounting Pronouncements In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09) (Accounting Standards Codification (ASC) Topic 606) , which supersedes all existing revenue recognition requirements, including guidance specific to the healthcare industry. The new standard requires a company to recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services, and requires enhanced disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. This guidance allows for adoption using a full retrospective method, or a modified retrospective method. Subsequent to the issuance of ASU 2014-09, the FASB also issued several updates related to ASU 2014-09 including deferring its adoption date. The Company adopted ASC 606 effective January 1, 2019 using the modified retrospective transition method. The new standard impacted amounts presented in certain captions on the Company’s consolidated statements of operations, as upon adoption, the majority of amounts previously classified as provision for doubtful accounts are reflected as implicit price concessions, and therefore a direct reduction to revenue, net of contractual allowances and discounts. Other than as described above, the standard did not have a material impact on the Company’s consolidated financial position, results of operations and cash flows. However, expanded disclosures were required. There was no cumulative effect on the opening balance of accumulated deficit as a result of adopting the standard as of January 1, 2019. Results for reporting periods beginning after January 1, 2019 are presented under ASC 606, while comparative information has not been revised and continues to be reported under the accounting standards in effect for those periods. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (ASC 805): Clarifying the Definition of a Business (ASU 2017-01) , which provides guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The adoption of ASU 2017-01 was effective for the Company on January 1, 2018. The adoption of ASU 2017-01 did not have a material impact on the Company’s consolidated financial condition and results of operations. ( cc ) Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (ASU 2016-02), which amended authoritative guidance on accounting for leases. The new provisions require that a lessee of operating leases recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. The lease liability will be equal to the present value of lease payments, with the right-of-use asset equal to the lease liability. The classification criteria for distinguishing between finance (or capital) leases and operating leases are substantially similar to the previous lease guidance, but with no explicit bright lines. As such, operating leases will result in straight-line rent expense similar to current practice. For short term leases (term of 12 months or less), a lessee is permitted to make an accounting election not to recognize lease assets and lease liabilities, which would generally result in lease expense being recognized on a straight-line basis over the lease term. The new guidance was required for the Company for the annual reporting period beginning January 1, 2020, and interim reporting periods beginning January 1, 2021. However, in November 2019, the FASB issued ASU No. 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates , which extended the adoption date of the new standard for the Company. The Company is now required to adopt the new standard for the annual reporting period beginning January 1, 2021, and interim reporting periods beginning January 1, 2022. The standard requires a transition adoption election using either 1) a modified retrospective approach with periods prior to the adoption date being recast or 2) a prospective adoption approach with a cumulative-effect adjustment recognized to the opening balance of retained earnings on the adoption date with prior periods not recast. The Company anticipates adopting this standard using the prospective adoption approach and electing the practical expedients allowed under the standard. The adoption of this standard is expected to have a material impact on the Company’s financial position. The Company is still evaluating the impact on its results of operations and does not expect the adoption of this standard to have an impact on liquidity. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (ASC Topic 350): Simplifying the Test for Goodwill Impairment , which will eliminate the requirement to calculate the implied fair value of goodwill, commonly referred to as “Step 2” in the current goodwill impairment test. An entity will still have the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. This guidance will be effective for annual and interim impairment tests performed in annual reporting periods beginning after December 15, 2020, and early adoption is permitted for annual or interim impairment tests performed after January 1, 2017. The Company is still evaluating the impact that this standard will have on the Company’s results of operations. |
Revenue Recognition and Accou_2
Revenue Recognition and Accounts Receivable (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | ||
Schedule of composition of net revenues by payor type | Three Months Ended March 31, 2020 2019 Insurance $ 114,450,697 $ 67,717,162 Government 51,244,994 38,100,765 Patient pay 25,743,343 13,680,347 Net revenue $ 191,439,034 $ 119,498,274 Three Months Ended March 31, 2020 2019 Net sales revenue: Sleep $ 68,893,964 $ 47,127,169 Supplies to the home 33,338,901 2,028,936 HME 11,579,127 10,489,009 Respiratory 2,768,427 1,279,075 Other 12,393,306 8,031,775 Total net sales revenue $ 128,973,725 $ 68,955,964 Net revenue from fixed monthly equipment reimbursements: Sleep $ 22,668,559 $ 18,056,858 HME 12,177,277 10,242,636 Respiratory 25,006,951 20,429,189 Other 2,612,522 1,813,627 Total net revenue from fixed monthly equipment reimbursements $ 62,465,309 $ 50,542,310 Total net revenue: Sleep $ 91,562,523 $ 65,184,027 Supplies to the home 33,338,901 2,028,936 HME 23,756,404 20,731,645 Respiratory 27,775,378 21,708,264 Other 15,005,828 9,845,402 Total net revenue $ 191,439,034 $ 119,498,274 Three Months Ended March 31, 2020 2019 Insurance $ 114,450,697 $ 67,717,162 Government 51,244,994 38,100,765 Patient pay 25,743,343 13,680,347 Net revenue $ 191,439,034 $ 119,498,274 Three Months Ended March 31, 2020 2019 Net sales revenue: Sleep $ 68,893,964 $ 47,127,169 Supplies to the home 33,338,901 2,028,936 HME 11,579,127 10,489,009 Respiratory 2,768,427 1,279,075 Other 12,393,306 8,031,775 Total net sales revenue $ 128,973,725 $ 68,955,964 Net revenue from fixed monthly equipment reimbursements: Sleep $ 22,668,559 $ 18,056,858 HME 12,177,277 10,242,636 Respiratory 25,006,951 20,429,189 Other 2,612,522 1,813,627 Total net revenue from fixed monthly equipment reimbursements $ 62,465,309 $ 50,542,310 Total net revenue: Sleep $ 91,562,523 $ 65,184,027 Supplies to the home 33,338,901 2,028,936 HME 23,756,404 20,731,645 Respiratory 27,775,378 21,708,264 Other 15,005,828 9,845,402 Total net revenue $ 191,439,034 $ 119,498,274 Year Ended December 31, 2019 2018 Government $ 168,686,247 $ 128,278,922 Insurance 300,360,975 178,726,197 Patient pay 60,597,025 38,273,218 Net revenue $ 529,644,247 $ 345,278,337 Year Ended December 31, 2019 2018 Net sales revenue - Point in time Sleep $ 224,542,433 $ 123,585,029 Respiratory 5,779,842 4,910,755 HME 45,948,275 36,724,311 Other 40,180,387 24,651,320 Total Net sales revenue $ 316,450,937 $ 189,871,415 Net revenue from fixed monthly equipment reimbursements Sleep $ 80,846,378 $ 52,703,572 Respiratory 81,417,997 66,341,108 HME 43,212,228 35,941,985 Other 7,716,707 420,257 Total Net revenue from fixed monthly equipment reimbursements $ 213,193,310 $ 155,406,922 Total net revenue Sleep $ 305,388,811 $ 176,288,601 Respiratory 87,197,839 71,251,863 HME 89,160,503 72,666,296 Other 47,897,094 25,071,577 Total net revenue $ 529,644,247 $ 345,278,337 Year Ended December 31, 2019 2018 Net sales revenue - Point in time Sleep $ 224,542,433 $ 123,585,029 Respiratory 5,779,842 4,910,755 HME 45,948,275 36,724,311 Other 40,180,387 24,651,320 Total Net sales revenue $ 316,450,937 $ 189,871,415 Net revenue from fixed monthly equipment reimbursements Sleep $ 80,846,378 $ 52,703,572 Respiratory 81,417,997 66,341,108 HME 43,212,228 35,941,985 Other 7,716,707 420,257 Total Net revenue from fixed monthly equipment reimbursements $ 213,193,310 $ 155,406,922 Total net revenue Sleep $ 305,388,811 $ 176,288,601 Respiratory 87,197,839 71,251,863 HME 89,160,503 72,666,296 Other 47,897,094 25,071,577 Total net revenue $ 529,644,247 $ 345,278,337 | Three Months Ended March 31, 2020 2019 Insurance $ 114,450,697 $ 67,717,162 Government 51,244,994 38,100,765 Patient pay 25,743,343 13,680,347 Net revenue $ 191,439,034 $ 119,498,274 Three Months Ended March 31, 2020 2019 Net sales revenue: Sleep $ 68,893,964 $ 47,127,169 Supplies to the home 33,338,901 2,028,936 HME 11,579,127 10,489,009 Respiratory 2,768,427 1,279,075 Other 12,393,306 8,031,775 Total net sales revenue $ 128,973,725 $ 68,955,964 Net revenue from fixed monthly equipment reimbursements: Sleep $ 22,668,559 $ 18,056,858 HME 12,177,277 10,242,636 Respiratory 25,006,951 20,429,189 Other 2,612,522 1,813,627 Total net revenue from fixed monthly equipment reimbursements $ 62,465,309 $ 50,542,310 Total net revenue: Sleep $ 91,562,523 $ 65,184,027 Supplies to the home 33,338,901 2,028,936 HME 23,756,404 20,731,645 Respiratory 27,775,378 21,708,264 Other 15,005,828 9,845,402 Total net revenue $ 191,439,034 $ 119,498,274 Year Ended December 31, 2019 2018 Government $ 168,686,247 $ 128,278,922 Insurance 300,360,975 178,726,197 Patient pay 60,597,025 38,273,218 Net revenue $ 529,644,247 $ 345,278,337 Year Ended December 31, 2019 2018 Net sales revenue - Point in time Sleep $ 224,542,433 $ 123,585,029 Respiratory 5,779,842 4,910,755 HME 45,948,275 36,724,311 Other 40,180,387 24,651,320 Total Net sales revenue $ 316,450,937 $ 189,871,415 Net revenue from fixed monthly equipment reimbursements Sleep $ 80,846,378 $ 52,703,572 Respiratory 81,417,997 66,341,108 HME 43,212,228 35,941,985 Other 7,716,707 420,257 Total Net revenue from fixed monthly equipment reimbursements $ 213,193,310 $ 155,406,922 Total net revenue Sleep $ 305,388,811 $ 176,288,601 Respiratory 87,197,839 71,251,863 HME 89,160,503 72,666,296 Other 47,897,094 25,071,577 Total net revenue $ 529,644,247 $ 345,278,337 |
Significant Transactions (Table
Significant Transactions (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition | ||
Schedule of proforma net revenue and operating income | Three Months Ended March 31, 2020 2019 Net revenue $ 204,619,618 $ 181,724,059 Operating income (loss) $ 9,082,482 $ (4,746,892) | Year ended December 31, Pro-forma financial information: 2019 2018 Net revenue $ 551,754,097 $ 477,649,368 Operating income 31,304,194 25,352,321 |
Summary of results of business acquired | Three Months Ended March 31, 2020 2019 Net revenue $ 40,724,747 $ 8,626,378 Operating income (loss) $ (5,559,851) $ 1,431,523 | Year ended December 31, 2019 2018 Net revenue $ 53,295,178 $ 107,047,267 Operating income (loss) 7,406,919 (6,597,299) |
Significant Acquisitions In 2020 [Member] | ||
Business Acquisition | ||
Summary of consideration | Cash consideration $ 106,178,017 Equity consideration 6,248,015 Deferred payments 14,250 Total $ 112,440,282 | |
Summary of estimated fair values of the net assets acquired | Cash $ 337,087 Accounts receivable 19,573,766 Inventory 4,780,439 Prepaid and other current assets 1,334,306 Equipment and other fixed assets 24,406,410 Goodwill 74,016,335 Accounts payable and accrued expenses (6,494,599) Contract liabilities (2,467,643) Unfavorable lease liability (1,418,931) Capital lease obligations (1,626,888) Net assets acquired $ 112,440,282 | |
Significant acquisitions in 2019 | ||
Business Acquisition | ||
Summary of consideration | Cash consideration $ 21,562,495 Seller note 2,000,000 Estimated contingent consideration 1,500,000 Total $ 25,062,495 | |
Summary of estimated fair values of the net assets acquired | Cash $ 117,000 Accounts receivable 3,691,030 Inventory 2,468,427 Prepaid and other current assets 11,835 Equipment and other fixed assets 1,658,714 Goodwill 19,381,515 Accounts payable and accrued expenses (2,266,026) Net assets acquired $ 25,062,495 | Goulds SleepMed Choice Other Total Cash $ — — — 91,894 91,894 Accounts receivable 3,968,011 — 758,558 678,491 5,405,060 Inventory 2,452,777 266,759 33,880 1,507,625 4,261,041 Prepaid and other current assets 11,835 — 110,212 — 122,047 Equipment and other fixed assets 3,352,330 1,401,491 107,120 6,107,790 10,968,731 Goodwill 17,947,636 14,064,750 18,908,961 14,348,123 65,269,470 Contract liabilities (509,000) (328,000) (22,000) (849,995) (1,708,995) Accounts payable and accrued expenses (2,959,245) — (1,212,899) (744,349) (4,916,493) Net assets acquired $ 24,264,344 15,405,000 18,683,832 21,139,579 79,492,755 |
Equipment and Other Fixed Ass_2
Equipment and Other Fixed Assets (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Equipment and Other Fixed Assets | ||
Schedule of equipment and other fixed assets | March 31, December 31, 2020 2019 Patient medical equipment $ 132,311,790 $ 112,070,831 Vehicles 6,916,895 4,461,041 Other 18,456,871 15,474,589 157,685,556 132,006,461 Less accumulated depreciation (70,384,632) (68,447,381) $ 87,300,924 $ 63,559,080 | 2019 2018 Patient medical equipment $ 112,070,831 $ 123,881,314 Vehicles 4,461,041 3,903,819 Other 15,474,589 12,704,131 132,006,461 140,489,264 Less accumulated depreciation (68,447,381) (78,887,914) $ 63,559,080 $ 61,601,350 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Goodwill. | ||
Schedule of change in the carrying amount of goodwill | Balance at December 31, 2019 $ 266,790,518 Acquired goodwill during the period 74,016,335 Balance at March 31, 2020 $ 340,806,853 | Accumulated Gross carrying impairment Net carrying amount losses amount Balance at December 31, 2017 $ 38,628,391 — 38,628,391 Acquired goodwill during the period 164,757,821 — 164,757,821 Decrease (950,000) — (950,000) Balance at December 31, 2018 $ 202,436,212 — 202,436,212 Acquired goodwill during the period 65,269,470 — 65,269,470 Receipt of prior escrow payment (504,000) (504,000) Decrease (411,164) — (411,164) Balance at December 31, 2019 $ 266,790,518 — 266,790,518 |
Fair Value of Assets and Liab_2
Fair Value of Assets and Liabilities (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Fair Value of Assets and Liabilities | ||
Summary of financial assets and liabilities measured at fair value on a recurring basis | Level 1 Level 2 Level 3 Fair Value March 31, 2020 Assets Money market accounts $ 4,117,161 $ — $ — $ 4,117,161 Total assets measured at fair value $ 4,117,161 $ — $ — $ 4,117,161 Liabilities Acquisition-related contingent consideration-short term $ — $ — $ 7,675,000 $ 7,675,000 Acquisition-related contingent consideration-long term — — 5,050,000 5,050,000 Interest rate swap agreements-short term — 5,373,647 — 5,373,647 Interest rate swap agreements-long term — 13,675,476 — 13,675,476 Total liabilities measured at fair value $ — $ 19,049,123 $ 12,725,000 $ 31,774,123 Level 1 Level 2 Level 3 Fair Value December 31, 2019 Assets Money market accounts $ 54,014,591 $ — $ — $ 54,014,591 Total assets measured at fair value $ 54,014,591 $ — $ — $ 54,014,591 Liabilities Acquisition-related contingent consideration-short term $ — $ — $ 4,825,000 $ 4,825,000 Acquisition-related contingent consideration-long term — — 9,900,000 9,900,000 Interest rate swap agreements-short term — 2,157,324 — 2,157,324 Interest rate swap agreements-long term — 6,181,964 — 6,181,964 Total liabilities measured at fair value $ — $ 8,339,288 $ 14,725,000 $ 23,064,288 | Level 1 Level 2 Level 3 Fair Value December 31, 2019 Assets Money market accounts $ 54,014,591 $ — $ — $ 54,014,591 Total assets measured at fair value $ 54,014,591 $ — $ — $ 54,014,591 Liabilities Acquisition-related contingent consideration obligations-short term $ — $ — $ 4,825,000 $ 4,825,000 Acquisition-related contingent consideration obligations-long term — — 9,900,000 9,900,000 Interest rate swap agreements — 8,339,288 — 8,339,288 Total liabilities measured at fair value $ — $ 8,339,288 $ 14,725,000 $ 23,064,288 Level 1 Level 2 Level 3 Fair Value December 31, 2018 Assets Money market accounts $ 16,126,899 $ — $ — $ 16,126,899 Interest rate swap agreement — 943,134 — 943,134 Total assets measured at fair value $ 16,126,899 $ 943,134 $ — $ 17,070,033 Liabilities Acquisition-related contingent consideration obligations-short term $ — $ — $ 13,625,000 $ 13,625,000 Acquisition-related contingent consideration obligations-long term — — 1,625,000 1,625,000 Interest rate swap agreements — 396,302 — 396,302 Total liabilities measured at fair value $ — $ 396,302 $ 15,250,000 $ 15,646,302 |
Reconciliation of contingent consideration liabilities related to acquisitions | Three Months Ended March 31, 2020 Beginning Balance Additions Payments Change in Fair Value Ending Balance Contingent consideration - Level 3 liabilities $ 14,725,000 $ — $ — $ (2,000,000) $ 12,725,000 Three Months Ended March 31, 2019 Beginning Balance Additions Payments Change in Fair Value Ending Balance Contingent consideration - Level 3 liabilities $ 15,250,000 $ 1,500,000 $ (12,000,000) $ — $ 4,750,000 | Year Ended December 31, 2019 Beginning Balance Additions Payments Gain Ending Balance Contingent consideration $ 15,250,000 $ 12,625,000 $ (13,000,000) $ (150,000) $ 14,725,000 Total Level 3 liabilities $ 15,250,000 $ 12,625,000 $ (13,000,000) $ (150,000) $ 14,725,000 Year Ended December 31, 2018 Contingent consideration $ — $ 15,250,000 $ — $ — $ 15,250,000 Total Level 3 liabilities $ — $ 15,250,000 $ — $ — $ 15,250,000 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities | ||
Summary of fair value of derivative financial instruments as well as their classification on the consolidated balance sheets | As of March 31, 2020 Balance Sheet Fair Value Location Asset (Liability) Derivatives designated as hedging instruments: Interest rate swap agreements Other current liabilities $ (5,373,647) Interest rate swap agreements Other long-term liabilities (13,675,476) Total derivatives designated as hedging instruments $ (19,049,123) As of December 31, 2019 Balance Sheet Fair Value Location Asset (Liability) Derivatives designated as hedging instruments: Interest rate swap agreements Other current liabilities $ (2,157,324) Interest rate swap agreements Other long-term liabilities (6,181,964) Total derivatives designated as hedging instruments $ (8,339,288) | As of December 31, 2019 Balance Sheet Fair Value Location Asset (Liability) Derivatives designated as hedging instruments: Interest rate swap agreements Other current liabilities $ (2,157,324) Interest rate swap agreements Other long-term liabilities (6,181,964) Total derivatives designated as hedging instruments $ (8,339,288) As of December 31, 2018 Balance Sheet Fair Value Location Asset (Liability) Derivatives not designated as hedging instruments: Interest rate swap agreements Prepaid and other current assets $ 943,134 Interest rate swap agreements Other current liabilities (396,302) Total derivatives not designated as hedging instruments $ 546,832 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Accounts Payable and Accrued Expenses | ||
Schedule of components accounts payable and accrued expenses | March 31, December 31, 2020 2019 Accounts payable $ 105,194,402 $ 79,237,323 Employee related accruals 9,002,909 12,319,746 Accrued interest 4,672,868 4,021,660 Other 17,201,708 7,149,364 Total $ 136,071,887 $ 102,728,093 | December 31, 2019 2018 Accounts payable $ 79,237,323 $ 70,603,562 Employee related accruals 12,319,746 9,142,347 Self insurance reserves 1,166,014 1,304,335 Accrued interest 4,021,660 404,015 Other 5,983,350 4,104,160 Total $ 102,728,093 $ 85,558,419 |
Debt (Tables)
Debt (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Debt | ||
Schedule of summary of long term debt | March 31, December 31, 2020 2019 Secured term loans $ 295,937,500 $ 246,250,000 Revolving credit facility 32,000,000 12,000,000 Note payable 143,500,000 143,500,000 Other 1,053,205 1,725,185 Unamortized deferred financing fees (6,322,104) (6,642,490) 466,168,601 396,832,695 Current portion (2,615,705) (1,721,132) Long-term portion $ 463,552,896 $ 395,111,563 | December 31, 2019 2018 Secured term loans $ 246,250,000 $ 134,875,000 Revolving credit facility 12,000,000 — Note payable 143,500,000 — Seller note (see Note 3) 1,666,667 — Other 58,518 171,942 Unamortized deferred financing fees (6,642,490) (862,243) 396,832,695 134,184,699 Current portion (1,721,132) (7,089,976) Long-term portion $ 395,111,563 $ 127,094,723 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Stockholders' Equity | |
Nonvested Restricted Stock Shares Activity [Table Text Block] | Number of Shares of Weighted-Average Grant Date Restricted Stock Fair Value per Share Non-vested balance at January 1, 2020 901,250 $ 5.83 Granted 621,123 $ 16.35 Vested (15,417) $ 16.35 Forfeited (20,000) $ 8.11 Non-vested balance at March 31, 2020 1,486,956 $ 10.09 |
Leases (Tables)
Leases (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Lease Commitments | ||
Summary of future annual minimum payments required under lease obligations | Twelve months ended March 31, 2021 $ 20,442,099 2022 215,164 Total 20,657,263 Less amount representing interest (70,192) 20,587,071 Current portion (20,421,195) Long-term portion $ 165,876 | 2020 $ 19,813,539 2021 255,652 Total 20,069,191 Less amount representing interest (86,198) 19,982,993 Current portion (19,749,854) Long-term portion $ 233,139 |
Summary of minimum annual lease commitments under noncancelable leases | Twelve months ended March 31, 2021 $ 16,547,233 2022 11,746,784 2023 9,823,064 2024 8,316,930 2025 6,390,029 Thereafter 17,668,659 Total minimum payments required (a) $ 70,492,699 (a) Minimum payments have not been reduced by minimum sublease rentals of $2,712,886 due in the future under noncancelable subleases. | 2020 $ 12,291,753 2021 7,811,982 2022 5,632,124 2023 4,492,642 2024 3,082,588 Thereafter 4,036,732 $ 37,347,821 |
Revenue Recognition and Accou_3
Revenue Recognition and Accounts Receivable (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue Recognition | ||||
Total net revenues | $ 191,439,034 | $ 119,498,274 | $ 529,644,247 | $ 345,278,337 |
Unbilled revenue | 18,064,863 | 8,611,272 | $ 4,002,067 | |
Transferred at Point in Time [Member] | ||||
Revenue Recognition | ||||
Total net revenues | 128,973,725 | 68,955,964 | 316,450,937 | |
Transferred over Time [Member] | ||||
Revenue Recognition | ||||
Total net revenues | 62,465,309 | 50,542,310 | 213,193,310 | |
Sleep | ||||
Revenue Recognition | ||||
Total net revenues | 91,562,523 | 65,184,027 | 305,388,811 | |
Sleep | Transferred at Point in Time [Member] | ||||
Revenue Recognition | ||||
Total net revenues | 68,893,964 | 47,127,169 | 224,542,433 | |
Sleep | Transferred over Time [Member] | ||||
Revenue Recognition | ||||
Total net revenues | 22,668,559 | 18,056,858 | 80,846,378 | |
Supplies To The Home [Member] | ||||
Revenue Recognition | ||||
Total net revenues | 33,338,901 | 2,028,936 | ||
Supplies To The Home [Member] | Transferred at Point in Time [Member] | ||||
Revenue Recognition | ||||
Total net revenues | 33,338,901 | 2,028,936 | ||
HME | ||||
Revenue Recognition | ||||
Total net revenues | 23,756,404 | 20,731,645 | 89,160,503 | |
HME | Transferred at Point in Time [Member] | ||||
Revenue Recognition | ||||
Total net revenues | 11,579,127 | 10,489,009 | 45,948,275 | |
HME | Transferred over Time [Member] | ||||
Revenue Recognition | ||||
Total net revenues | 12,177,277 | 10,242,636 | 43,212,228 | |
Respiratory | ||||
Revenue Recognition | ||||
Total net revenues | 27,775,378 | 21,708,264 | 87,197,839 | |
Respiratory | Transferred at Point in Time [Member] | ||||
Revenue Recognition | ||||
Total net revenues | 2,768,427 | 1,279,075 | 5,779,842 | |
Respiratory | Transferred over Time [Member] | ||||
Revenue Recognition | ||||
Total net revenues | 25,006,951 | 20,429,189 | 81,417,997 | |
Other | ||||
Revenue Recognition | ||||
Total net revenues | 15,005,828 | 9,845,402 | 47,897,094 | |
Other | Transferred at Point in Time [Member] | ||||
Revenue Recognition | ||||
Total net revenues | 12,393,306 | 8,031,775 | 40,180,387 | |
Other | Transferred over Time [Member] | ||||
Revenue Recognition | ||||
Total net revenues | 2,612,522 | 1,813,627 | 7,716,707 | |
Government payor | ||||
Revenue Recognition | ||||
Total net revenues | 51,244,994 | 38,100,765 | 168,686,247 | |
Insurance payor | ||||
Revenue Recognition | ||||
Total net revenues | 114,450,697 | 67,717,162 | 300,360,975 | |
Patient payor | ||||
Revenue Recognition | ||||
Total net revenues | $ 25,743,343 | $ 13,680,347 | $ 60,597,025 |
Significant Transactions - Cons
Significant Transactions - Consideration and Allocation (Details) - USD ($) | Jan. 02, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 02, 2020 | Jan. 02, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination [Abstract] | ||||||||
Equity consideration issued in connection with an acquisition | $ 6,248,015 | |||||||
Liability incurred | $ 2,000,000 | |||||||
Deferred payments/contingent consideration | 1,500,000 | |||||||
Receipt of working capital adjustment from 2018 acquisitions | 564,152 | |||||||
Estimated fair values of net assets acquired | ||||||||
Cash | 117,000 | |||||||
Accounts receivables | 3,691,030 | |||||||
Inventory | 2,468,427 | |||||||
Prepaid and other current assets | 11,835 | |||||||
Equipment and other fixed assets | 1,658,714 | |||||||
Goodwill | 340,806,853 | 19,381,515 | $ 266,790,518 | $ 202,436,212 | $ 38,628,391 | |||
Accounts payable and accrued expenses | (2,266,026) | |||||||
Net assets acquired | 25,062,495 | |||||||
Significant Acquisitions In 2020 [Member] | ||||||||
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination [Abstract] | ||||||||
Cash payment | 106,178,017 | |||||||
Equity consideration issued in connection with an acquisition | 6,248,015 | |||||||
Deferred payments/contingent consideration | 14,250 | |||||||
Total consideration | 112,440,282 | |||||||
Estimated fair values of net assets acquired | ||||||||
Cash | 337,087 | |||||||
Accounts receivables | 19,573,766 | |||||||
Inventory | 4,780,439 | |||||||
Prepaid and other current assets | 1,334,306 | |||||||
Equipment and other fixed assets | 24,406,410 | |||||||
Goodwill | 74,016,335 | |||||||
Accounts payable and accrued expenses | (6,494,599) | |||||||
Contract liabilities | (2,467,643) | |||||||
Unfavorable lease liability | (1,418,931) | |||||||
Capital lease obligations | (1,626,888) | |||||||
Net assets acquired | $ 112,440,282 | |||||||
Patient Care Solutions (PCS) [Member] | ||||||||
Business Acquisition | ||||||||
Interest acquired, as a percent | 100.00% | |||||||
Estimated fair values of net assets acquired | ||||||||
Accounts receivables | $ 16,300,000 | |||||||
Equipment and other fixed assets | 500,000 | |||||||
Goodwill | 1,400,000 | |||||||
Accounts payable and accrued expenses | $ (3,200,000) | |||||||
Advanced Home Care Inc [Member] | ||||||||
Business Acquisition | ||||||||
Potential contingent payment | $ 9,000,000 | |||||||
Estimated fair values of net assets acquired | ||||||||
Equipment and other fixed assets | 18,500,000 | |||||||
Other assets | 1,500,000 | |||||||
Goodwill | $ 38,500,000 | |||||||
Significant acquisitions in 2019 | ||||||||
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination [Abstract] | ||||||||
Cash payment | 21,562,495 | |||||||
Liability incurred | 2,000,000 | |||||||
Deferred payments/contingent consideration | 1,500,000 | |||||||
Total consideration | $ 25,062,495 | |||||||
Estimated fair values of net assets acquired | ||||||||
Cash | 91,894 | |||||||
Accounts receivables | 5,405,060 | |||||||
Inventory | 4,261,041 | |||||||
Prepaid and other current assets | 122,047 | |||||||
Equipment and other fixed assets | 10,968,731 | |||||||
Goodwill | 65,269,470 | |||||||
Accounts payable and accrued expenses | (4,916,493) | |||||||
Contract liabilities | (1,708,995) | |||||||
Net assets acquired | $ 79,492,755 | |||||||
Gould's | ||||||||
Business Acquisition | ||||||||
Interest acquired, as a percent | 100.00% | |||||||
Potential contingent payment | $ 1,500,000 | |||||||
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination [Abstract] | ||||||||
Cash payment | 20,764,344 | |||||||
Total consideration | $ 24,264,344 | |||||||
Debt Interest rate | 5.00% | |||||||
Estimated fair values of net assets acquired | ||||||||
Accounts receivable | $ 3,700,000 | |||||||
Accounts receivables | 3,968,011 | |||||||
Inventory | 2,400,000 | |||||||
Inventory | 2,452,777 | |||||||
Prepaid and other current assets | 11,835 | |||||||
Equipment and other fixed assets | 1,700,000 | |||||||
Equipment and other fixed assets | 3,352,330 | |||||||
Goodwill | 18,600,000 | |||||||
Goodwill | 17,947,636 | |||||||
Accounts payable and accrued expenses | 2,100,000 | |||||||
Accounts payable and accrued expenses | (2,959,245) | |||||||
Contract liabilities | (509,000) | |||||||
Net assets acquired | $ 24,264,344 |
Significant Transactions - Pro-
Significant Transactions - Pro-forma Financial Information and Results of Business Acquired (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Pro-forma financial information: | ||||
Pro-forma net revenue | $ 204,619,618 | $ 181,724,059 | $ 551,754,097 | $ 477,649,368 |
Pro-forma operating income | 9,082,482 | (4,746,892) | 31,304,194 | 25,352,321 |
Net revenue since acquisition date | 40,724,747 | 8,626,378 | 53,295,178 | 107,047,267 |
Operating income (loss) since acquisition date | $ (5,559,851) | $ 1,431,523 | $ 7,406,919 | $ (6,597,299) |
Significant Transactions - Busi
Significant Transactions - Business Combination (Details) - item | Nov. 08, 2019 | Mar. 31, 2020 | Dec. 31, 2019 |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||
Number of votes per share | 1 | ||
Adapt Health Holdings LLC | |||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||
Controlling interest, as a percent | 56.00% | ||
Shareholders of Adapt Health Holdings LLC | Adapt Health Holdings LLC | |||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||
Noncontrolling interest, as a percent | 44.00% | 43.00% | |
Class A Common Stock | Shareholders of Adapt Health Holdings LLC | Adapt Health Holdings LLC | |||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||
Noncontrolling interest, as a percent | 44.00% | 41.00% | |
Class B Common Stock | |||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||
Number of votes per share | 1 |
Equipment and Other Fixed Ass_3
Equipment and Other Fixed Assets (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | |||
Equipment and other fixed assets, gross | $ 157,685,556 | $ 132,006,461 | $ 140,489,264 |
Less accumulated depreciation | (70,384,632) | (68,447,381) | (78,887,914) |
Equipment and other fixed assets, net | 87,300,924 | 63,559,080 | 61,601,350 |
Patient medical equipment | |||
Property, Plant and Equipment [Line Items] | |||
Equipment and other fixed assets, gross | 132,311,790 | 112,070,831 | 123,881,314 |
Vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Equipment and other fixed assets, gross | 6,916,895 | 4,461,041 | 3,903,819 |
Other | |||
Property, Plant and Equipment [Line Items] | |||
Equipment and other fixed assets, gross | $ 18,456,871 | $ 15,474,589 | $ 12,704,131 |
Goodwill (Details)
Goodwill (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Net carrying amount | ||||
Beginning balance | $ 266,790,518 | $ 202,436,212 | $ 202,436,212 | $ 38,628,391 |
Acquired goodwill during the period | 74,016,335 | 65,269,470 | 164,757,821 | |
Ending balance | 340,806,853 | 19,381,515 | 266,790,518 | 202,436,212 |
Goodwill, Impairment Loss | $ 0 | $ 0 | $ 0 | $ 0 |
Fair Value of Assets and Liab_3
Fair Value of Assets and Liabilities - Valuation of Financial Assets and Liabilities (Details) - Recurring - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Assets | |||
Total assets measured at fair value | $ 4,117,161 | $ 54,014,591 | $ 17,070,033 |
Liabilities | |||
Total liabilities measured at fair value | 31,774,123 | 23,064,288 | 15,646,302 |
Acquisition-related contingent consideration obligations-short term | |||
Liabilities | |||
Total liabilities measured at fair value | 7,675,000 | 4,825,000 | 13,625,000 |
Acquisition-related contingent consideration obligations-long term | |||
Liabilities | |||
Total liabilities measured at fair value | 5,050,000 | 9,900,000 | 1,625,000 |
Interest Rate Swap Short-term [Member] | |||
Liabilities | |||
Total liabilities measured at fair value | 5,373,647 | 2,157,324 | |
Interest Rate Swap Long-term [Member] | |||
Liabilities | |||
Total liabilities measured at fair value | 13,675,476 | 6,181,964 | |
Money market accounts | |||
Assets | |||
Total assets measured at fair value | 4,117,161 | 54,014,591 | 16,126,899 |
Level 1 | |||
Assets | |||
Total assets measured at fair value | 4,117,161 | 54,014,591 | 16,126,899 |
Level 1 | Money market accounts | |||
Assets | |||
Total assets measured at fair value | 4,117,161 | 54,014,591 | 16,126,899 |
Level 2 | |||
Assets | |||
Total assets measured at fair value | 943,134 | ||
Liabilities | |||
Total liabilities measured at fair value | 19,049,123 | 8,339,288 | 396,302 |
Level 2 | Interest Rate Swap Short-term [Member] | |||
Liabilities | |||
Total liabilities measured at fair value | 5,373,647 | 2,157,324 | |
Level 2 | Interest Rate Swap Long-term [Member] | |||
Liabilities | |||
Total liabilities measured at fair value | 13,675,476 | 6,181,964 | |
Level 3 | |||
Liabilities | |||
Total liabilities measured at fair value | 12,725,000 | 14,725,000 | 15,250,000 |
Level 3 | Acquisition-related contingent consideration obligations-short term | |||
Liabilities | |||
Total liabilities measured at fair value | 7,675,000 | 4,825,000 | 13,625,000 |
Level 3 | Acquisition-related contingent consideration obligations-long term | |||
Liabilities | |||
Total liabilities measured at fair value | $ 5,050,000 | $ 9,900,000 | $ 1,625,000 |
Fair Value - Contingent Conside
Fair Value - Contingent Consideration (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration liability at beginning of period | $ 14,725,000 | $ 15,250,000 | $ 15,250,000 | |
Additions | 1,500,000 | 12,625,000 | $ 15,250,000 | |
Payment of contingent consideration | (12,000,000) | (13,000,000) | ||
Gain | (2,000,000) | (150,000) | ||
Contingent consideration liability at end of period | 12,725,000 | 4,750,000 | 14,725,000 | 15,250,000 |
Other current liabilities | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration liability at beginning of period | 1,000,000 | |||
Contingent consideration liability at end of period | 1,000,000 | |||
Level 3 | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration liability at beginning of period | 14,725,000 | $ 15,250,000 | 15,250,000 | |
Additions | 12,625,000 | 15,250,000 | ||
Payment of contingent consideration | (13,000,000) | |||
Gain | (150,000) | |||
Contingent consideration liability at end of period | 14,725,000 | $ 15,250,000 | ||
Level 3 | Other current liabilities | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration liability at beginning of period | 4,825,000 | |||
Contingent consideration liability at end of period | 7,675,000 | 4,825,000 | ||
Level 3 | Other long-term liabilities | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration liability at beginning of period | 9,900,000 | |||
Contingent consideration liability at end of period | $ 5,050,000 | $ 9,900,000 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Financial instruments (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Derivatives designated as hedging instruments | ||
Derivative financial instruments | ||
Fair Value Liability | $ (19,049,123) | |
Derivatives designated as hedging instruments | Interest rate swap agreements | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | 250,000,000 | $ 250,000,000 |
Derivatives designated as hedging instruments | Interest rate swap agreements | Other current liabilities | ||
Derivative financial instruments | ||
Fair Value Liability | (5,373,647) | |
Derivatives designated as hedging instruments | Interest rate swap agreements | Other long-term liabilities | ||
Derivative financial instruments | ||
Fair Value Liability | $ (13,675,476) | |
Derivatives not designated as hedging instruments | ||
Derivative financial instruments | ||
Fair Value Liability | (8,339,288) | |
Derivatives not designated as hedging instruments | Interest rate swap agreements | Prepaid and other current assets | ||
Derivative financial instruments | ||
Fair Value Liability | (2,157,324) | |
Derivatives not designated as hedging instruments | Interest rate swap agreements | Other current liabilities | ||
Derivative financial instruments | ||
Fair Value Liability | $ (6,181,964) |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities - Effect on Accumulated Other Comprehensive Income (Details) | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Derivative Instruments and Hedging Activities | |
Amount of Gain or (Loss) Recognized in OCI on Derivative | $ 10,709,835 |
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income | $ 707,381 |
Derivative Instruments and He_5
Derivative Instruments and Hedging Activities - Not designated (Details) | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Interest rate swap agreements | Interest expense | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Amount of Gain or (Loss) Recognized in Income on Derivative | $ 2,702,400 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accounts Payable and Accrued Expenses | |||
Accounts payable | $ 105,194,402 | $ 79,237,323 | $ 70,603,562 |
Employee related accruals | 9,002,909 | 12,319,746 | 9,142,347 |
Accrued interest | 4,672,868 | 4,021,660 | 404,015 |
Other | 17,201,708 | 7,149,364 | |
Accounts payable and accrued expenses | $ 136,071,887 | $ 102,728,093 | $ 85,558,419 |
Debt (Details)
Debt (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Nov. 30, 2019 | Oct. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Feb. 28, 2018 |
Debt Instrument [Line Items] | |||||||
Debt, Gross | $ 403,475,185 | ||||||
Unamortized deferred financing fees | $ (6,322,104) | (6,642,490) | $ (862,243) | ||||
Debt, Net | 466,168,601 | 396,832,695 | 134,184,699 | ||||
Current portion | (2,615,705) | (1,721,132) | (7,089,976) | ||||
Long-term Debt, Excluding Current Maturities, Total | 463,552,896 | 395,111,563 | 127,094,723 | ||||
Credit Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Borrowing capacity | 425,000,000 | $ 425,000,000 | $ 175,000,000 | ||||
Secured term loans | |||||||
Debt Instrument [Line Items] | |||||||
Debt, Gross | 295,937,500 | 246,250,000 | 134,875,000 | ||||
Initial/credit facility term loan | |||||||
Debt Instrument [Line Items] | |||||||
Debt, Gross | 246,250,000 | 67,375,000 | |||||
Borrowing capacity | 300,000,000 | 70,000,000 | |||||
Delayed Draw Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Debt, Gross | 49,687,500 | 67,500,000 | |||||
Borrowing capacity | $ 100,000,000 | $ 50,000,000 | 50,000,000 | 80,000,000 | |||
Revolving credit facility/revolver | |||||||
Debt Instrument [Line Items] | |||||||
Debt, Gross | 32,000,000 | 12,000,000 | $ 0 | ||||
Borrowing capacity | $ 75,000,000 | $ 25,000,000 | |||||
New Promissory Note | |||||||
Debt Instrument [Line Items] | |||||||
Debt, Gross | 143,500,000 | 143,500,000 | |||||
Other | |||||||
Debt Instrument [Line Items] | |||||||
Debt, Gross | $ 1,053,205 | $ 1,725,185 |
Debt - Long term debt (Details)
Debt - Long term debt (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Nov. 30, 2019 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 31, 2019 | Feb. 28, 2018 | |
Debt Instrument [Line Items] | ||||||||
Unused fee (Percentage) | 0.50% | |||||||
Repayment of credit facility | $ 151,875,000 | $ 43,500,000 | $ 59,218,647 | |||||
Distributions to members | 250,000,000 | $ 250,000,000 | 250,000,000 | |||||
Redemption of members' interest | 3,713,455 | 3,713,455 | 3,713,455 | |||||
Payments of Debt Issuance Costs | 9,027,753 | |||||||
Write-off of deferred financing costs | 2,121,451 | 2,121,451 | 2,121,451 | 1,219,205 | ||||
Repayment of loan | $ 984,480 | 151,916,121 | 194,071,757 | $ 24,830,307 | ||||
Debt balance outstanding | 403,475,185 | |||||||
Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Borrowing capacity | 425,000,000 | 425,000,000 | 425,000,000 | $ 175,000,000 | ||||
Credit facility Interest rate | 6.02% | |||||||
Secured term loans | ||||||||
Debt Instrument [Line Items] | ||||||||
Repayment of loan | 151,875,000 | |||||||
Debt balance outstanding | 295,937,500 | $ 246,250,000 | $ 134,875,000 | |||||
Initial/credit facility term loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Borrowing capacity | 300,000,000 | 300,000,000 | 70,000,000 | |||||
Repayment of credit facility | $ 50,000,000 | |||||||
Face amount | 300,000,000 | 300,000,000 | ||||||
Repayment of loan | 50,000,000 | |||||||
Debt balance outstanding | $ 246,250,000 | 67,375,000 | ||||||
Credit facility Interest rate | 4.35% | 4.55% | ||||||
Delayed Draw Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Borrowing capacity | 100,000,000 | $ 50,000,000 | $ 50,000,000 | $ 50,000,000 | 80,000,000 | |||
Unused fee (Percentage) | 0.50% | |||||||
Face amount | $ 50,000,000 | $ 0 | ||||||
Debt balance outstanding | $ 49,687,500 | 67,500,000 | ||||||
Credit facility Interest rate | 4.11% | |||||||
Debt term | 24 months | 24 months | ||||||
Delayed Draw Term Loan | First Specified Repayment Period [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Quarterly principal repayments | $ 312,500 | |||||||
Delayed Draw Term Loan | Second Specified Repayment Period [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Quarterly principal repayments | 625,000 | |||||||
Revolving credit facility/revolver | ||||||||
Debt Instrument [Line Items] | ||||||||
Borrowing capacity | $ 75,000,000 | $ 75,000,000 | $ 25,000,000 | |||||
Unused fee (Percentage) | 0.50% | |||||||
Repayment of credit facility | $ 31,500,000 | |||||||
Face amount | $ 20,000,000 | $ 43,500,000 | ||||||
Debt balance outstanding | $ 32,000,000 | 12,000,000 | $ 0 | |||||
Credit facility Interest rate | 4.35% | |||||||
Remaining maximum borrowings available | $ 40,503,482 | $ 60,503,482 | ||||||
Letter of Credit [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt balance outstanding | $ 2,496,518 |
Debt - Notes (Details)
Debt - Notes (Details) - USD ($) | Mar. 20, 2019 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||||
Proceeds from issuance of members' interests | $ 20,000,000 | $ 20,000,000 | $ 20,000,000 | ||
Current tax liability associated with recapitalization | $ 5,870,000 | 5,870,000 | |||
New Promissory Note | |||||
Debt Instrument [Line Items] | |||||
Face amount | $ 0 | ||||
New Promissory Note | Period starting on the closing date and ending on the seventh anniversary | |||||
Debt Instrument [Line Items] | |||||
Debt Interest rate | 12.00% | 12.00% | |||
Interest rate payable in cash | 6.00% | 6.00% | |||
Interest rate payable in kind | 6.00% | 6.00% | |||
New Promissory Note | Period starting on the day after the seventh anniversary of the closing date and ending on the maturity date | |||||
Debt Instrument [Line Items] | |||||
Debt Interest rate | 15.00% | ||||
New Promissory Note | Period Starting On Closing Date And Ending On Third Anniversary [Member] | |||||
Debt Instrument [Line Items] | |||||
Make-whole premium, as a percent | 10.00% | 10.00% | |||
New Promissory Note | Period Starting On Third Anniversary And Ending Prior To Fourth Anniversary [Member] | |||||
Debt Instrument [Line Items] | |||||
Make-whole premium, as a percent | 5.00% | 5.00% | |||
New Promissory Note | Minimum | Period starting on the day after the seventh anniversary of the closing date and ending on the maturity date | |||||
Debt Instrument [Line Items] | |||||
Debt Interest rate | 15.00% | ||||
New Promissory Note | Twelve-month LIBOR | |||||
Debt Instrument [Line Items] | |||||
Rate margin | 12.00% | ||||
New Promissory Note | Twelve-month LIBOR | Minimum | Period starting on the day after the seventh anniversary of the closing date and ending on the maturity date | |||||
Debt Instrument [Line Items] | |||||
Rate margin | 12.00% | ||||
Promissory Note With Investor [Member] | |||||
Debt Instrument [Line Items] | |||||
Face amount | $ 100,000,000 | 100,000,000 | 100,000,000 | ||
Promissory Note From Members Interest [Member] | |||||
Debt Instrument [Line Items] | |||||
Face amount | $ 43,500,000 | $ 43,500,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Nov. 08, 2019 | |
Class of Stock [Line Items] | |||||
Warrants outstanding | 8,728,036 | ||||
Warrants exercised | 3,938,630 | ||||
Shares issued for warrants exercised | 1,092,468 | ||||
Price period | 30 days | 30 days | |||
Earn-out consideration, shares per annual installment | 1,000,000 | 1,000,000 | |||
Earn-out consideration, total shares | 3,000,000 | 3,000,000 | |||
Proceeds from issuance of members' interests | $ 20,000,000 | $ 20,000,000 | $ 20,000,000 | ||
Adapt Health Holdings LLC | |||||
Class of Stock [Line Items] | |||||
Warrants outstanding | 12,666,666 | ||||
Common stock for each warrant exercised | 1 | ||||
Warrant exercisable price | $ 11.50 |
Stockholders' Equity - Equityba
Stockholders' Equity - Equitybased Compensation (Details) - 2019 Incentive Plan | 1 Months Ended |
Jun. 30, 2019USD ($) | |
Equitybased Compensation | |
Vesting period | 1 year |
Grant date fair value | $ 4,511,120 |
Tranche 1 | |
Equitybased Compensation | |
Vesting percentage | 50.00% |
Tranche 2 | |
Equitybased Compensation | |
Vesting percentage | 50.00% |
Stockholders' Equity - Shares a
Stockholders' Equity - Shares authorized and common stock awards (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 07, 2020 | Nov. 07, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Equity-based compensation expense | $ 2,222,609 | $ 5,223,108 | $ 11,070,075 | $ 883,373 | ||
2019 Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares authorized for issuance | 8,000,000 | 8,000,000 |
Stockholders' Equity - Options
Stockholders' Equity - Options activity and assumptions for fair value (Details) - Options - USD ($) | Nov. 21, 2019 | Mar. 31, 2020 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted | 3,416,666 | ||
Options granted, exercise price | $ 11.50 | ||
Vesting percentage | 33.33% | 50.00% | |
Grant date value | $ 7,248,653 | $ 7,248,653 |
Stockholders' Equity - Restrict
Stockholders' Equity - Restricted stock (Details) - USD ($) | Mar. 03, 2020 | Nov. 21, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Equity-based compensation expense | $ 2,222,609 | $ 5,223,108 | $ 11,070,075 | $ 883,373 | ||
Single Employee [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted, shares | 300,000 | |||||
Vesting percentage | 25.00% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||
Granted, shares | 300,000 | |||||
Various Employees [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted, shares | 321,123 | |||||
Grant date fair value | $ 5,250,361 | |||||
Equity-based compensation expense | 252,068 | |||||
Compensation cost, portion to be recognized over service period | $ 4,998,293 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||
Granted, shares | 321,123 | |||||
Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted, shares | 621,123 | |||||
Vesting percentage | 33.33% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||
Non-vested balance at beginning of period | 901,250 | |||||
Granted, shares | 621,123 | |||||
Vested, shares | (15,417) | |||||
Forfeited, shares | (20,000) | |||||
Non-vested balance at end of period | 1,486,956 | 901,250 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||||
Non-vested, grant date fair value at beginning of period | $ 5.83 | |||||
Granted, grant date fair value | 16.35 | |||||
Vested, grant date fair value | 16.35 | |||||
Forfeited, grant date fair value | 8.11 | |||||
Non-vested, grant date fair value at end of period | $ 10.09 | $ 5.83 | ||||
Restricted Stock | Single Employee [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Grant date fair value | $ 4,905,000 | |||||
Tranche 1 | Single Employee [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted, shares | 250,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||
Granted, shares | 250,000 | |||||
Tranche 1 | Various Employees [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted, shares | 15,417 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||
Granted, shares | 15,417 | |||||
Tranche 2 | Single Employee [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted, shares | 50,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||
Granted, shares | 50,000 | |||||
Tranche 2 | Various Employees [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage | 25.00% |
Stockholders' Equity - Compensa
Stockholders' Equity - Compensation expense (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | $ 2,222,609 | $ 5,223,108 | $ 11,070,075 | $ 883,373 |
Accelerated vesting cost | 4,894,720 | 2,694,201 | ||
Unrecognized compensation expense | $ 20,025,505 | $ 12,197,387 | ||
Recognition period | 2 years 9 months 18 days | 2 years 9 months 18 days | ||
General and administrative expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | $ 1,671,923 | |||
Cost of Sales [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | $ 550,686 | |||
2019 Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock are available for issuance | 3,037,761 | 3,682,084 |
Net Income (Loss) Per Share (De
Net Income (Loss) Per Share (Details) | 3 Months Ended |
Mar. 31, 2019shares | |
Earnings per share | |
Anti-dilutive securities excluded (in shares) | 0 |
Leases - Capital leases (Detail
Leases - Capital leases (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Capital Leased Assets [Line Items] | ||||
Interest expense related to capital leases | $ 16,305 | $ 35,083 | $ 161,629 | $ 287,210 |
Future annual minimum payments required under lease obligations | ||||
2021 | 20,442,099 | 19,813,539 | ||
2022 | 215,164 | 255,652 | ||
Total | 20,657,263 | 20,069,191 | ||
Less amount representing interest | (70,192) | (86,198) | ||
Capital lease obligations | 20,587,071 | 19,982,993 | ||
Current portion | (20,421,195) | (19,749,854) | (20,814,404) | |
Noncurrent | 165,876 | 233,139 | 172,467 | |
Equipment under capital leases | ||||
Equipment under capital leases | ||||
Cost of equipment under capital leases | 40,600,000 | 39,100,000 | 29,300,000 | |
Accumulated depreciation of equipment under capital leases | $ 12,200,000 | $ 11,700,000 | $ 8,800,000 |
Leases - Operating (Details)
Leases - Operating (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Lease Commitments | ||||
Deferred rent | $ 1,180,874 | $ 1,124,702 | $ 741,167 | |
Rent expense | 3,505,955 | $ 2,351,566 | 10,281,541 | $ 6,393,522 |
Minimum annual lease commitments under noncancelable leases | ||||
2021 | 16,547,233 | 12,291,753 | ||
2022 | 11,746,784 | 7,811,982 | ||
2023 | 9,823,064 | 5,632,124 | ||
2024 | 8,316,930 | 4,492,642 | ||
2025 | 6,390,029 | 3,082,588 | ||
Thereafter | 17,668,659 | 4,036,732 | ||
Lease commitments | 70,492,699 | $ 37,347,821 | ||
Minimum sublease rentals | $ 2,712,886 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Nov. 08, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Income Taxes | |||||
Income Tax Expense (Benefit) | $ 1,106,722 | $ 2,418,441 | $ 1,156,002 | $ (2,097,705) | |
Uncertain tax positions | $ 0 | 0 | $ 0 | ||
Tax Receivable Agreement, payout percentage | 85.00% | 85.00% | |||
Increase in liability due to additional exchanges | $ 4,000,000 | ||||
Increase in deferred tax asset | 6,500,000 | ||||
Liability related to TRA | $ 14,800,000 | $ 10,800,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies. | ||
Accrual related to lawsuits, claims, investigations and proceedings | $ 0 | $ 0 |
Agreement Term | 5 years |
Related Party Transactions (Det
Related Party Transactions (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Feb. 29, 2020USD ($) | Mar. 31, 2020USD ($)item | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($)item | Dec. 31, 2018USD ($) | |
Related Party Transaction [Line Items] | |||||
Proceeds from sale of investment | $ 2,045,701 | ||||
Investor | |||||
Related Party Transaction [Line Items] | |||||
Loan from related party | $ 143,500,000 | $ 143,500,000 | |||
Vendor one | |||||
Related Party Transaction [Line Items] | |||||
Number of executives | item | 2 | 2 | |||
Ownership interest, as a percent | 1.00% | 1.00% | |||
Expense for related party | $ 1,456,501 | $ 779,110 | $ 4,488,080 | $ 1,905,454 | |
Carrying value | $ 1,455,000 | $ 1,455,000 | |||
Proceeds from sale of investment | $ 2,045,701 | ||||
Gain on sale of investment | $ 590,701 | ||||
Vendor two | |||||
Related Party Transaction [Line Items] | |||||
Number of executives | item | 2 | 2 | |||
Ownership interest, as a percent | 1.00% | 1.00% | |||
Expense for related party | $ 544,449 | $ 450,000 | $ 1,964,266 | $ 1,636,919 |
Subsequent Events (Details)
Subsequent Events (Details) | 1 Months Ended | 12 Months Ended | |||
Apr. 30, 2020USD ($)itemshares | Jan. 31, 2020shares | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Subsequent Event | |||||
Repayment of credit facility | $ 151,875,000 | $ 43,500,000 | $ 59,218,647 | ||
Subsequent Event | |||||
Subsequent Event | |||||
CARES Act Recoupable Advance Payment | $ 47,000,000 | ||||
CARES Act Provider Relief Funds | $ 17,000,000 | ||||
CARES Act FICA Tax Deferral, Number Of Installments | item | 2 | ||||
Repayment of credit facility | $ 20,000,000 | ||||
Warrants exercised | shares | 109,983 | 3,050,746 | |||
Proceeds from exercise of warrants | $ 1,264,804 | ||||
Subsequent Event | Class A Common Stock | |||||
Subsequent Event | |||||
Number of shares converted | shares | 1,953,549 | 500,000 | |||
Shares obtained through exercise of warrants | shares | 109,983 | 857,990 | |||
Subsequent Event | Class B Common Stock | |||||
Subsequent Event | |||||
Number of shares converted | shares | 1,953,549 | 500,000 |
Consolidated Balance Sheets_2
Consolidated Balance Sheets - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | |||
Cash and cash equivalents | $ 48,163,701 | $ 76,878,134 | $ 25,185,681 |
Accounts receivable | 118,650,575 | 78,619,230 | 53,016,649 |
Inventory | 17,967,948 | 13,239,037 | 7,672,646 |
Prepaid and other current assets | 9,759,439 | 12,678,423 | 4,915,277 |
Total current assets | 194,541,663 | 181,414,824 | 90,790,253 |
Equipment and other fixed assets, net | 87,300,924 | 63,559,080 | 61,601,350 |
Goodwill | 340,806,853 | 266,790,518 | 202,436,212 |
Other assets | 5,670,301 | 6,851,892 | 5,049,628 |
Deferred tax assets | 33,518,857 | 27,505,379 | 9,079,190 |
Total Assets | 661,838,598 | 546,121,693 | 368,956,633 |
Current liabilities: | |||
Accounts payable and accrued expenses | 136,071,887 | 102,728,093 | 85,558,419 |
Current portion of capital lease obligations | 20,421,195 | 19,749,854 | 20,814,404 |
Current portion of long-term debt | 2,615,705 | 1,721,132 | 7,089,976 |
Contract liabilities | 15,584,066 | 9,556,423 | 7,508,428 |
Other liabilities | 16,459,388 | 17,138,684 | 14,705,719 |
Total current liabilities | 191,152,241 | 150,894,186 | 135,676,946 |
Long-term debt, less current portion | 463,552,896 | 395,111,563 | 127,094,723 |
Capital lease obligations, less current portion | 165,876 | 233,139 | 172,467 |
Other long-term liabilities | 29,131,012 | 3,243,839 | |
Total Liabilities | 691,285,324 | 575,369,900 | 266,187,975 |
Commitments and contingencies (note 14) | |||
Members' Equity (Deficit) | |||
Members' interest | 113,274,181 | ||
Members' equity (deficit) attributable to AdaptHealth Holdings LLC | 99,903,533 | ||
Noncontrolling interest in subsidiaries | 2,865,125 | ||
Stockholders' Deficit | |||
Additional paid-in capital | 21,843,967 | 11,252,052 | |
Accumulated deficit | (27,367,676) | (27,209,514) | (13,370,648) |
Accumulated other comprehensive income | (5,139,138) | 1,431,029 | |
Total stockholders' deficit attributable to AdaptHealth Corp. | (10,655,455) | (14,519,195) | |
Noncontrolling interest in subsidiaries | (18,791,271) | (14,729,012) | |
Total Stockholders' Equity (Deficit) | (29,446,726) | (29,248,207) | 0 |
Total Liabilities and Stockholders' Deficit | 661,838,598 | 546,121,693 | $ 368,956,633 |
Class A Common Stock | |||
Stockholders' Deficit | |||
Common stock value | 4,336 | 4,082 | |
Class B Common Stock | |||
Stockholders' Deficit | |||
Common stock value | $ 3,056 | $ 3,156 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 | Jul. 08, 2019 | Jul. 07, 2019 |
Common stock, par value (in dollars per share) | $ 0.0001 | |||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | ||
Preferred stock, shares issued (in shares) | 0 | 0 | ||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||
Class A Common Stock | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized (in shares) | 210,000,000 | 210,000,000 | ||
Common stock, shares issued (in shares) | 43,354,251 | 40,816,292 | ||
Common stock, shares outstanding (in shares) | 43,354,251 | 40,816,292 | 40,296,166 | 31,250,000 |
Class B Common Stock | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized (in shares) | 35,000,000 | 35,000,000 | ||
Common stock, shares issued (in shares) | 30,563,799 | 31,563,799 | ||
Common stock, shares outstanding (in shares) | 30,563,799 | 31,563,799 | 32,113,799 |
Consolidated Statements of Op_2
Consolidated Statements of Operations | 12 Months Ended |
Dec. 31, 2018USD ($)$ / sharesshares | |
Revenue: | |
Revenue, net of contractual allowances and discounts | $ 361,053,975 |
Net revenue | 345,278,337 |
Costs and expenses: | |
Cost of net revenue | 293,384,635 |
General and administrative expenses | 18,068,821 |
Depreciation, excluding patient equipment depreciation | 2,733,807 |
Total costs and expenses | 314,187,263 |
Operating income | 31,091,074 |
Interest expense, net | 7,452,737 |
Loss on extinguishment of debt | 1,398,929 |
Income (loss) before income taxes | 22,239,408 |
Income tax expense | (2,097,705) |
Net income (loss) | 24,337,113 |
Income attributable to noncontrolling interest | 1,076,766 |
Net loss attributable to AdaptHealth Corp. | $ 23,260,347 |
Net income (loss) per common share: | |
Basic and diluted (per share) | $ / shares | $ 1.95 |
Weighted average shares outstanding for net income (loss) attributable to AdaptHealth Corp.: | |
Basic and diluted (shares) | shares | 11,899,898 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Loss) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Consolidated Statements of Comprehensive Income (Loss) | ||||
Net income (loss) | $ 265,623 | $ (5,452,178) | $ (12,885,112) | $ 24,337,113 |
Other comprehensive loss: | ||||
Interest rate swap agreements, inclusive of reclassification adjustment | (11,417,216) | 2,536,836 | ||
Comprehensive loss | (11,151,593) | (5,452,178) | (10,348,276) | 24,337,113 |
Net income attributable to noncontrolling interests | 423,785 | 348,139 | 2,110,783 | 1,076,766 |
Comprehensive loss attributable to AdaptHealth Corp. | $ (11,575,378) | $ (5,800,317) | $ (12,459,059) | $ 23,260,347 |
Consolidated Statements of Ch_3
Consolidated Statements of Changes in Stockholders' Equity (Deficit) / Members' Equity (Deficit) - USD ($) | Class A Common StockCommon Stock | Class A Common Stock | Class B Common StockCommon Stock | Class B Common Stock | Members interest | Additional paid-in capital | Accumulated Deficit | Accumulated other comprehensive income | Noncontrolling interests in subsidiaries | Total |
Members equity, Beginning Balance at Dec. 31, 2017 | $ 33,455,223 | $ (36,180,242) | $ 2,088,359 | $ (636,660) | ||||||
Limited Liability Company (LLC) Members' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||||||||||
Accrued return on members' interest | 316,403 | (316,403) | ||||||||
Equity-based compensation | 883,373 | 883,373 | ||||||||
Distributions to noncontrolling interest | (300,000) | (300,000) | ||||||||
Members equity, Ending Balance at Dec. 31, 2018 | 113,274,181 | (13,370,648) | 2,865,125 | 102,768,658 | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||||||||||
Issuance of common stock for acquisitions | 78,484,832 | 78,484,832 | ||||||||
Cashless exercise of warrants | 134,350 | (134,350) | ||||||||
Net income (loss) | 23,260,347 | 1,076,766 | 24,337,113 | |||||||
Balance at end of period at Dec. 31, 2018 | 0 | |||||||||
Effects of the DFB Merger: | ||||||||||
Conversion of equity to long-term debt | (16,845,937) | |||||||||
Issuance of members' interest, net of offering costs of $837,156 | 19,162,844 | 19,162,844 | ||||||||
Redemption of members' interest | (2,112,500) | (1,600,955) | (3,713,455) | |||||||
Distributions to members | (250,000,000) | (250,000,000) | ||||||||
Equity-based compensation | 5,223,108 | 5,223,108 | ||||||||
Members equity, Ending Balance at Mar. 31, 2019 | 135,547,633 | (270,771,920) | 3,213,264 | (132,011,023) | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||||||||||
Net income (loss) | (5,800,317) | 348,139 | (5,452,178) | |||||||
Members equity, Beginning Balance at Dec. 31, 2018 | 113,274,181 | (13,370,648) | 2,865,125 | 102,768,658 | ||||||
Limited Liability Company (LLC) Members' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||||||||||
Issuance of members' interest, net of offering costs of $837,156 | 19,162,844 | 19,162,844 | ||||||||
Redemption of members' interest | (2,112,500) | (1,600,955) | (3,713,455) | |||||||
Distributions to members | (250,000,000) | (250,000,000) | ||||||||
Equity-based compensation | 6,914,677 | 6,914,677 | ||||||||
Distributions to noncontrolling interest | (1,338,383) | (1,338,383) | ||||||||
Members equity, Ending Balance at Dec. 31, 2019 | 0 | |||||||||
Balance at beginning of period at Dec. 31, 2018 | 0 | |||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||||||||||
Exchange of Class B Common Stock to Class A Common Stock | $ 55 | $ (55) | $ (820,121) | 820,121 | ||||||
Exchange of Class B Common Stock to Class A Common Stock (in shares) | 550,000 | (550,000) | ||||||||
Equity-based compensation | 4,155,398 | 4,155,398 | ||||||||
Net income (loss) | (12,885,112) | |||||||||
Equity activity resulting from Tax Receivable Agreement | 8,200,580 | 8,200,580 | ||||||||
Change in fair value of interest rate swaps, net of reclassification adjustment | $ 1,431,029 | 1,105,807 | 2,536,836 | |||||||
Balance at end of period at Dec. 31, 2019 | $ 4,082 | $ 3,156 | 11,252,052 | (27,209,514) | 1,431,029 | (14,729,012) | (29,248,207) | |||
Balance at end of period (in shares) at Dec. 31, 2019 | 40,816,292 | 40,816,292 | 31,563,799 | 31,563,799 | ||||||
Activity prior to the DFB Merger: | ||||||||||
Net income (loss) | (16,315,045) | 1,531,838 | (14,783,207) | |||||||
Effects of the DFB Merger: | ||||||||||
Recapitalization, effect on members' equity | $ (137,239,202) | 281,286,648 | ||||||||
Recapitalization, value | $ 2,780 | $ 3,411 | (63,289,710) | (47,995,919) | 32,768,008 | |||||
Recapitalization (in Shares) | 27,796,166 | 34,113,799 | ||||||||
Proceeds from sale of Class A Common Stock | $ 1,250 | 69,561,286 | 55,437,464 | 125,000,000 | ||||||
Stock Issued During Period, Shares, New Issues | 12,500,000 | |||||||||
Redemption of Class B Common Stock | $ (200) | (11,129,806) | (8,869,994) | (20,000,000) | ||||||
Redemption of Class B Common Stock (in shares) | (2,000,000) | |||||||||
Conversion of equity to long-term debt | (24,207,763) | (19,292,237) | (43,500,000) | |||||||
Forgiveness of employee loan | 537,329 | 428,221 | 965,550 | |||||||
Activity subsequent to the DFB Merger: | ||||||||||
Shares withheld to pay withholding taxes | $ (3) | (283,805) | (283,808) | |||||||
Shares withheld to pay withholding taxes (in shares) | (29,874) | |||||||||
Net income (loss) | 1,319,150 | 578,945 | 1,898,095 | |||||||
Issuance of common stock for acquisitions | $ 39 | 6,247,976 | $ 6,248,015 | |||||||
Issuance of common stock for acquisitions (in shares) | 386,874 | |||||||||
Exchange of Class B Common Stock to Class A Common Stock | $ 100 | $ (100) | (361,005) | 361,005 | ||||||
Exchange of Class B Common Stock to Class A Common Stock (in shares) | 1,000,000 | (1,000,000) | ||||||||
Cashless exercise of warrants | $ 109 | (109) | ||||||||
Cashless exercise of warrants (in shares) | 1,092,468 | 1,092,468 | ||||||||
Equity-based compensation | $ 6 | 2,222,603 | $ 2,222,609 | |||||||
Equity-based compensation (in shares) | 58,617 | |||||||||
Net income (loss) | (158,162) | 423,785 | 265,623 | |||||||
Equity activity resulting from Tax Receivable Agreement | 2,482,450 | 2,482,450 | ||||||||
Change in fair value of interest rate swaps, net of reclassification adjustment | (6,570,167) | (4,847,049) | (11,417,216) | |||||||
Balance at end of period at Mar. 31, 2020 | $ 4,336 | $ 3,056 | $ 21,843,967 | $ (27,367,676) | $ (5,139,138) | $ (18,791,271) | $ (29,446,726) | |||
Balance at end of period (in shares) at Mar. 31, 2020 | 43,354,251 | 43,354,251 | 30,563,799 | 30,563,799 |
Consolidated Statements of Ch_4
Consolidated Statements of Changes in Stockholders' Equity (Deficit) / Members' Equity (Deficit) (Parenthetical) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2019 | |
Consolidated Statements of Changes in Stockholders' Equity (Deficit) / Members' Equity (Deficit) | ||
Issuance of members' interest, offering costs | $ 837,156 | $ 837,156 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (12,885,112) | $ 24,337,113 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation, including patient equipment depreciation | 62,566,500 | 47,876,835 |
Equity-based compensation | 11,070,075 | 883,373 |
Deferred income tax | 895,298 | (2,875,895) |
Change in fair value of interest rate swaps, net of reclassification adjustment | 11,425,921 | (546,832) |
Change in fair value of contingent consideration | (150,000) | |
Provision for doubtful accounts | 15,775,638 | |
Amortization of deferred financing costs | 1,311,573 | 477,781 |
Write-off of deferred financing costs | 2,121,451 | 1,219,205 |
Forgiveness of employee loan | 965,550 | |
Gain on debt extinguishment | (800,000) | |
Changes in operating assets and liabilities, net of effects from acquisitions: | ||
Accounts receivable | (20,197,521) | (22,042,721) |
Due from affiliates and related parties | 700,791 | |
Inventory | (1,305,350) | 2,309,508 |
Prepaid and other assets | (9,558,118) | (1,579,969) |
Accounts payable and accrued expenses | 14,157,579 | 2,691,981 |
Net cash provided by operating activities | 60,417,846 | 68,426,808 |
Cash flows from investing activities: | ||
Purchases of equipment and other fixed assets | (21,331,581) | (9,949,930) |
Payments for business acquisitions, net of cash acquired | (63,538,392) | (86,334,011) |
Net cash used in investing activities | (84,869,973) | (96,283,941) |
Cash flows from financing activities: | ||
Proceeds from borrowings on long-term debt and lines of credit | 305,000,000 | 140,000,000 |
Repayments on long-term debt and lines of credit | (194,071,757) | (24,830,307) |
Payments on capital leases | (37,271,512) | (27,936,993) |
Proceeds from issuance of promissory note payable | 100,000,000 | |
Increase in cash from the Business Combination | 43,911,748 | |
Proceed from sale of Class A Common Stock | 125,000,000 | |
Proceeds from issuance of members' interests | 20,000,000 | |
Payments for equity issuance costs | (837,156) | |
Payments for redemption of Class B Common Stock | (20,000,000) | |
Payments of deferred financing costs | (9,027,753) | (2,715,849) |
Borrowings on lines of credit | 55,500,000 | 24,750,000 |
Distributions to members | (250,000,000) | |
Payment of contingent consideration | (13,000,000) | |
Payments for redemption of members' interest | (3,713,455) | |
Payments for debt prepayment penalties | (979,724) | |
Payments for tax withholdings from equity-based compensation activity, net | (507,152) | |
Distributions to noncontrolling interest | (1,338,383) | (300,000) |
Net cash provided by (used in) financing activities | 76,144,580 | 48,768,480 |
Net change in cash and cash equivalents | 51,692,453 | 20,911,347 |
Cash and cash equivalents - beginning of the period | 25,185,681 | 4,274,334 |
Cash and cash equivalents - end of the period | 76,878,134 | 25,185,681 |
Supplemental disclosures: | ||
Cash paid for interest | 23,074,703 | 7,327,942 |
Cash paid for income taxes | 1,318,330 | 405,205 |
Noncash investing and financing activities: | ||
Equipment acquired under capital lease obligations | 36,267,634 | 27,079,171 |
Unpaid equipment and other fixed asset purchases at end of year | 8,514,047 | 12,557,763 |
Contingent purchase price in connection with acquisitions | 12,625,000 | 15,250,000 |
Seller note issued in connection with an acquisition | 2,000,000 | |
Deferred purchase price in connection with acquisitions | 1,572,500 | 500,000 |
Conversion of equity to debt | $ 43,500,000 | $ 16,845,937 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2019 | |
General Information | |
Nature of Business | (1) Nature of Business AdaptHealth Corp. and subsidiaries (AdaptHealth or the Company), f/k/a DFB Healthcare Acquisitions Corp. (DFB), a Delaware corporation, was originally formed in November 2017 as a publicly traded special purpose acquisition company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination involving one or more businesses. On July 8, 2019, AdaptHealth Holdings LLC (AdaptHealth Holdings) entered into an Agreement and Plan of Merger (the Merger Agreement), as amended on October 15, 2019, with DFB, pursuant to which AdaptHealth Holdings combined with DFB (the Business Combination). The merger was approved by DFB’s stockholders, and the Business Combination closed on November 8, 2019. AdaptHealth Holdings was the accounting acquirer in the merger, which was treated as a reverse recapitalization. Accordingly, for accounting purposes, the merger was treated as the equivalent of AdaptHealth Holdings issuing stock for the net assets of DFB, accompanied by a recapitalization. The net assets of DFB were stated at historical costs in the Company’s consolidated financial statements, with no goodwill or intangible assets recorded. In connection with the Business Combination, the name of the combined company was changed to AdaptHealth Corp. Pursuant to the Merger Agreement, on the closing date, the Company contributed cash to AdaptHealth Holdings in exchange for AdaptHealth Holdings common unit interests equal to the number of shares of the Company’s Class A Common Stock outstanding on the closing date. In connection with the Business Combination, the Company also issued and sold in a private placement an aggregate of 12,500,000 shares of Class A Common Stock for aggregate consideration of $125,000,000. In addition, the Company (1) issued 17,386,201 shares of Class A Common Stock to certain members of AdaptHealth Holdings in exchange for their interests in AdaptHealth Holdings, and (2) issued 32,113,799 shares of Class B Common Stock to certain members of AdaptHealth Holdings who retained their common unit interests in AdaptHealth Holdings. The number of shares issued and outstanding of the Company immediately following the closing of the Business Combination is summarized in the table below: Class A Common Stock Class B Common Stock Total shares outstanding prior to the Business Combination 31,250,000 — Less: redemption of public shares (20,840,035) — Add: shares issued in private placement 12,500,000 — Add: shares issued in connection with the Business Combination 17,386,201 32,113,799 Total shares outstanding at the closing date of the Business Combination 40,296,166 32,113,799 Following the completion of the Business Combination, substantially all of the Company’s assets and operations are held and conducted by AdaptHealth Holdings and its subsidiaries, and the Company’s only assets are equity interests which represented a 56% controlling ownership of AdaptHealth Holdings as of November 8, 2019. Following the completion of the Business Combination, certain members of AdaptHealth Holdings who retained their common unit interests in AdaptHealth Holdings, held the remaining 44% noncontrolling ownership as of November 8, 2019. These members hold common unit interests of AdaptHealth Holdings and a corresponding number of non-economic Class B Common stock, which enables the holder to one vote per share. Unless the context otherwise requires, “the Company”, “we,” “us,” and “our” refer, for periods prior to the completion of the Business Combination, to AdaptHealth Holdings and its subsidiaries and, for periods upon or after the completion of the Business Combination, to AdaptHealth Corp. and its subsidiaries, including AdaptHealth Holdings and its subsidiaries. AdaptHealth is a leading provider of home healthcare equipment and related services in the United States. AdaptHealth focuses primarily on providing (i) sleep therapy equipment, supplies and related services (including CPAP and bi‑PAP services) to individuals suffering from obstructive sleep apnea (OSA), (ii) home medical equipment to patients discharged from acute care and other facilities and (iii) oxygen and related chronic therapy services in the home. AdaptHealth also provides hospice‑focused home medical equipment (HME) services, wound therapy and nutritional HME services. AdaptHealth services beneficiaries of Medicare, Medicaid and commercial insurance payors. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | (2) Summary of Significant Accounting Policies (a) Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). In the opinion of management, the consolidated financial statements include all necessary adjustments for a fair presentation of the financial position and results of operations for the periods presented. As discussed in Note 1, Nature of Business , the Business Combination was accounted for as a reverse recapitalization, with DFB treated as the acquired company and AdaptHealth Holdings as the acquirer, for financial reporting purposes. Therefore, the equity structure has been restated to that of the Company. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the Securities Act), as modified by the Jumpstart our Business Startups Act of 2012, (the JOBS Act), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, will adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. (b) Basis of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. (c) Accounting Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and reported amounts of revenues and expenses during the reporting period. Management bases these estimates and assumptions upon historical experience, existing and known circumstances, authoritative accounting pronouncements and other factors that management believes to be reasonable. Significant areas requiring the use of management estimates relate to revenue recognition and the valuation of accounts receivable (implicit price concession), income taxes, contingent consideration, equity-based compensation, interest rate swaps, and long-lived assets, including goodwill. Actual results could differ from those estimates. (d) Revenue Recognition The Company generates revenues for services and related products that the Company provides to patients for home medical equipment, related supplies, and other items. The Company’s revenues are recognized in the period in which services and related products are provided to customers and are recorded either at a point in time for the sale of supplies and disposables, or over the fixed monthly service period for equipment. Revenues are recognized when control of the promised good or service is transferred to customers, in an amount that reflects the consideration to which the Company expects to receive from patients or under reimbursement arrangements with Medicare, Medicaid and third-party payors, in exchange for those goods and services. The Company determines the transaction price based on contractually agreed-upon amounts or rates, adjusted for estimates of variable consideration, such as implicit price concessions. The Company utilizes the expected value method to determine the amount of variable consideration that should be included to arrive at the transaction price, using contractual agreements and historical reimbursement experience within each payor type. The Company applies constraint to the transaction price, such that net revenue is recorded only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in the future. If actual amounts of consideration ultimately received differ from the Company’s estimates, the Company adjusts these estimates, which would affect net revenue in the period such adjustments become known. Sales revenue is recognized upon transfer of control of products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. Revenues for the sale of durable medical equipment and related supplies, including oxygen equipment, ventilators, wheelchairs, hospital beds and infusion pumps, are recognized at the time of delivery. The Company provides certain equipment to patients which is reimbursed periodically in fixed monthly payments for as long as the patient is using the equipment and medical necessity continues (in certain cases, the fixed monthly payments are capped at a certain amount). The equipment provided to the patient is based upon medical necessity as documented by prescriptions and other documentation received from the patient’s physician. The patient generally does not negotiate or have input with respect to the manufacturer or model of the equipment prescribed by their physician and delivered by the Company. Once initial delivery of this equipment is made to the patient for initial setup, a monthly billing process is established based on the initial setup service date. The Company recognizes the fixed monthly revenue ratably over the service period as earned, less estimated adjustments, and defers revenue for the portion of the monthly bill that is unearned. No separate revenue is earned from the initial setup process. Included in fixed monthly revenue are unbilled amounts for which the revenue recognition criteria had been met as of period-end but were not yet billed to the payor. The estimate of net unbilled fixed monthly revenue recognized is based on historical trends and estimates of future collectability. The Company’s billing system contains payor-specific price tables that reflect the fee schedule amounts in effect or contractually agreed upon by various government and commercial payors for each item of equipment or supply provided to a customer. Revenues are recorded based on the applicable fee schedule. The Company has established a contractual allowance to account for adjustments that result from differences between the payment amount received and the expected realizable amount. If the payment amount received differs from the net realizable amount, an adjustment is recorded to revenues in the period that these payment differences are determined. The Company reports revenues in its consolidated financial statements net of such adjustments. The Company’s business is somewhat sensitive to seasonal fluctuations. Its patients are generally responsible for a greater percentage of the cost of their treatment or therapy during the early months of the year due to co-insurance, co-payments and deductibles, and therefore may defer treatment and services of certain therapies until meeting their annual deductibles. In addition, changes to employer insurance coverage often go into effect at the beginning of each calendar year which may impact eligibility requirements and delay or defer treatment. These factors may lead to lower net revenue and cash flow in the early part of the year versus the latter half of the year. Additionally, the increased incidence of respiratory infections during the winter season may result in initiation of additional respiratory services such as oxygen therapy for certain patient populations. The Company’s net revenue and quarterly operating results may fluctuate significantly in the future depending on these and other factors. Adoption of ASC 606 The Company adopted the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (ASC 606), effective January 1, 2019, using the modified retrospective transition method. There was no cumulative effect on the opening balance of accumulated deficit as a result of adopting the standard as of January 1, 2019. Results for reporting periods beginning after January 1, 2019 are presented under ASC 606, while comparative information has not been revised and continues to be reported under the accounting standards in effect for those periods. The Company’s adoption of ASC 606 primarily impacts the presentation of revenues due to the inclusion of variable consideration in the form of implicit price concessions contained in certain of its contracts with customers. Under ASC 606, amounts estimated to be uncollectible are generally considered implicit price concessions that are a direct reduction to net revenue. Prior to adoption of ASC 606, such amounts were classified as provision for doubtful accounts. For the year ended December 31, 2019, the Company recorded $27,515,952 of implicit price concessions as a direct reduction of net revenue that would have been recorded as provision for doubtful accounts prior to the adoption of ASC 606. The adoption of ASC 606 is not expected to have a material impact on net income or loss on an ongoing basis. Under ASC 606, the Company recognizes revenue in the consolidated statements of operations and contract assets on the consolidated balance sheets only when services have been provided. Since the Company has performed its obligation under the contract, it has unconditional rights to the consideration recorded as contract assets and therefore classifies those billed and unbilled contract assets as accounts receivable. Under ASC 606, fixed monthly payments that the Company receives from customers in advance of providing services represent contract liabilities. Such payments primarily relate to patients who are billed monthly in advance and are recognized over the period as earned. Disaggregation of net revenue The Company disaggregates net revenue from contracts with customers by payor type and by core service lines. The Company believes that disaggregation of net revenue into these categories achieves the disclosure objectives to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The payment terms and conditions within the Company’s revenue-generating contracts vary by payor type and payor source. The composition of net revenue by payor type for the years ended December 31, 2019 and 2018 are as follows: Year Ended December 31, 2019 2018 Government $ 168,686,247 $ 128,278,922 Insurance 300,360,975 178,726,197 Patient pay 60,597,025 38,273,218 Net revenue $ 529,644,247 $ 345,278,337 The composition of net revenue by core service lines for the years ended December 31, 2019 and 2018 are as follows: Year Ended December 31, 2019 2018 Net sales revenue - Point in time Sleep $ 224,542,433 $ 123,585,029 Respiratory 5,779,842 4,910,755 HME 45,948,275 36,724,311 Other 40,180,387 24,651,320 Total Net sales revenue $ 316,450,937 $ 189,871,415 Net revenue from fixed monthly equipment reimbursements Sleep $ 80,846,378 $ 52,703,572 Respiratory 81,417,997 66,341,108 HME 43,212,228 35,941,985 Other 7,716,707 420,257 Total Net revenue from fixed monthly equipment reimbursements $ 213,193,310 $ 155,406,922 Total net revenue Sleep $ 305,388,811 $ 176,288,601 Respiratory 87,197,839 71,251,863 HME 89,160,503 72,666,296 Other 47,897,094 25,071,577 Total net revenue $ 529,644,247 $ 345,278,337 (e) Accounts Receivable Due to the continuing changes in the healthcare industry and third-party reimbursement environment, certain estimates are required to record accounts receivable at their net realizable values. Inherent in these estimates is the risk that they will have to be revised or updated as additional information becomes available. The complexity of third-party billing arrangements and laws and regulations governing Medicare and Medicaid may result in adjustments to amounts originally recorded. The Company performs a periodic analysis to review the valuation of accounts receivable and collectability of outstanding balances. Management’s evaluation takes into consideration such factors as historical bad debt experience, business and economic conditions, trends in healthcare coverage, other collection indicators and information about specific receivables. The Company’s evaluation also considers the age and composition of the outstanding amounts in determining their estimated net realizable value. Receivables are considered past due when not collected by established due dates. Specific patient balances are written off after collection efforts have been followed and the account has been determined to be uncollectible. Revisions in reserve estimates are recorded as an adjustment to net revenue in the period of revision. The Company’s allowance for uncollectible accounts was $21,840,787 as of December 31, 2018. 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. In the event that a third-party payor does not accept the claim, the customer is ultimately responsible for payment for the products or services. The Company recorded unbilled revenue of $8,611,272 and $4,002,067 as of December 31, 2019 and 2018, respectively. Under ASC 606, the Company recognizes revenue in the consolidated statements of operations and contract assets on the consolidated balance sheets only when services have been provided. Since the Company has performed its obligation under the contract, it has unconditional rights to the consideration recorded as contract assets and therefore classifies those billed and unbilled contract assets as accounts receivable. (f) Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, prepaid and other current assets, accounts payable and accrued expenses. The carrying values of the Company’s financial instruments approximate their fair value based on their short‑term nature. The borrowings under the Company’s long‑term debt arrangements, which were amended in November 2019 in connection with the Business Combination, bear interest at the variable rates described in Note 10, Debt , and therefore management believes approximates fair value. (g) Fair Value Accounting FASB ASC Topic 820, Fair Value Measurements and Disclosures (ASC 820), creates a single definition of fair value, establishes a framework for measuring fair value in U.S. GAAP and expands disclosures about fair value measurements. ASC 820 emphasizes that fair value is a market-based measurement, not an entity specific measurement, and states that a fair value measurement is to estimate the price at which an orderly transaction to sell an asset or to transfer the liability would take place between market participants at the measurement date under current market conditions. Assets and liabilities adjusted to fair value in the balance sheet are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Level inputs, as defined by ASC 820, are as follows: Level input Input definition Level 1 Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date. Level 2 Inputs, other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with market data at the measurement date. Level 3 Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Refer to Note 6, Fair Value of Assets and Liabilities , for additional information. (h) Cash and Cash Equivalents The Company considers all short-term highly liquid investments with a maturity of three months or less to be cash equivalents. Cash represents cash on hand and deposits held at banks. The Company maintains cash in demand deposit accounts with federally insured banks. At times, the balances in these accounts may be in excess of federally insured limits. Cash and cash equivalents consist of the following: December 31, 2019 2018 Cash $ 22,863,543 $ 9,058,782 Money market accounts 54,014,591 16,126,899 Total $ 76,878,134 $ 25,185,681 (i) Inventory Inventory consists of equipment and medical supplies and is stated at the lower of cost or market value. Cost is determined by the first-in-first-out method. These finished goods are charged to cost of net revenue in the period in which products and related services are provided to customers. (j) Equipment and Other Fixed Assets Equipment and other fixed assets are stated at cost less accumulated depreciation or, when acquired as part of a business combination, fair value at date of acquisition. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. The useful lives for patient medical equipment correlate with the medical reimbursement periods. Computer equipment, vehicles and other assets are depreciated over the estimated useful lives of the assets. Major expenditures for property acquisitions and those expenditures that substantially increase useful lives are capitalized. Expenditures for maintenance, repairs and minor replacements are expensed as incurred. The useful lives of property and equipment for purposes of computing depreciation are: Patient medical equipment 13 months ‑ 5 years Vehicles 5 years Other 2 ‑ 7 years (k) Impairment of Long‑Lived Assets The Company’s long‑lived assets, such as equipment and other fixed assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. The Company did not incur any impairment charges on equipment and other fixed assets for the years ended December 31, 2019 and 2018. In addition to consideration of impairment upon the events or changes in circumstances described above, management regularly evaluates the remaining lives of its long‑lived assets. (l) Valuation of Goodwill The Company has a significant amount of goodwill on its balance sheet that resulted from the business acquisitions the Company has made in recent years. Goodwill is not amortized and is tested for impairment annually and upon the occurrence of a triggering event or change in circumstances indicating a possible impairment. Such changes in circumstance can include, among others, changes in the legal environment, reimbursement environment, operating performance, and/or future prospects. The Company performs its annual impairment review of goodwill during the fourth quarter of each year. The impairment testing can be performed on either a quantitative or qualitative basis. During 2019 and 2018, the Company utilized a qualitative analysis for its annual impairment test and determined that there were no triggering events that would indicate that it is “more likely than not” that the carrying value of the Company’s reporting unit is higher than the respective fair value. As a result, the Company did not record any goodwill impairment charges. (m) 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, for up to one year after the acquisition closing date if it obtains more information regarding asset valuations and liabilities assumed that existed but were not available at the acquisition date. Acquisition related expenses are recognized separately from the business combination and are expensed as incurred. (n) Deferred Financing Costs Costs incurred in connection with the Company’s borrowings, referred to as deferred financing costs, are capitalized and included on the accompanying consolidated balance sheets in other assets for costs associated with revolving credit facilities, and as a debt reduction for costs associated with term loans. Deferred financing costs are amortized to interest expense using the effective interest method over the term of the related financing agreement. Refer to Note 8, Deferred Financing Costs , for additional information. (o) Deferred Rent The Company’s operating leases for its office and warehouse leases include scheduled rent increases. The Company has accounted for the leases to provide straight‑line charges to operations over the life of the leases. Deferred rent is recorded and amortized to the extent the total minimum rental payments allocated to the current period and expensed on a straight‑line basis exceed or are less than the cash payments required. Deferred rent is included in accounts payable and accrued expenses and other long-term liabilities on the accompanying consolidated balance sheets based on when the payments will be made. See Note 14, Lease Commitments , for additional information. (p) 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 judgement is required to determine both probability and the estimated amount. The Company reviews at least quarterly and adjusts accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. At this time, the Company has no accrual related to lawsuits, claims, investigations and proceedings. In connection with the Company’s acquisition of PPS HME Holdings LLC (PPS), 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. (q) Advertising Costs Advertising costs are charged to expense as incurred. The Company’s advertising costs for the years ended December 31, 2019 and 2018 were $2,144,730 and $1,788,220, respectively, and are primarily included in cost of net revenue in the accompanying consolidated statements of operations. (r) Equity‑based Compensation The Company accounts for its equity‑based compensation in accordance with FASB ASC Topic 718, Compensation‑Stock Compensation , which establishes accounting for share‑based awards exchanged for employee services and requires companies to expense the estimated fair value of these awards over the requisite employee service period. Equity‑based compensation expense related to these grants is included within general and administrative expenses in the accompanying consolidated statements of operations. The Company measures and recognizes equity‑based compensation expense for such awards granted to employees based on their estimated fair values on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service period in the Company’s consolidated financial statements. Equity‑based compensation expense is recognized on a straight‑line basis over the requisite service period. See Note 11, Stockholders’ Equity , for additional information (s) Cost of Net Revenue Cost of net revenue includes the cost of products and supplies sold to patients, patient equipment depreciation and other operating expenses. At December 31, 2019, the Company operated through its network of 173 locations in 35 states, from which customers are provided equipment, supplies and services. The Company also includes in cost of net revenue the salaries, labor and benefits costs incurred at the Company’s operating facilities for service personnel, offshore labor expenses, occupancy costs (rent, utilities, property taxes, etc.), and other expenses (software expenses, billing fees, IT related costs, general business supplies, etc.) incurred to operate the businesses. Cost of net revenue for the years ended December 31, 2019 and 2018 consisted of the following: Year ended December 31, 2019 2018 Cost of products, supplies and patient equipment depreciation $ 215,927,438 $ 140,034,522 Salaries, labor and benefits 154,030,773 107,484,610 Occupancy 13,407,384 8,869,386 Other operating costs 57,020,792 36,996,117 Total $ 440,386,387 $ 293,384,635 (t) General and Administrative Expenses General and administrative expenses (G&A) primarily include expenses related to corporate salaries and benefits, legal, equity-based compensation, transaction costs and other business support functions. Included in G&A during the years ended December 31, 2019 and 2018 are salaries, labor and benefits expenses (including equity-based compensation) of $31,651,728 and $10,653,547, respectively. (u) Business Segment The Company’s chief operating decision-makers are its Chief Executive Officer and President, who make resource allocation decisions and assesses performance based on financial information presented on an aggregate basis. There are no segment managers who are held accountable by the chief operating decision-maker, or anyone else, for any planning, strategy and key decision-making regarding operations. The corporate office is responsible for contract negotiation with vendors and payors and corporate compliance with healthcare laws and regulations. Accordingly, the Company has a single reportable segment and operating segment structure. (v) Concentration of Credit Risk Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and trade accounts receivable. The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents. As of December 31, 2019, and 2018, less than 10% of the Company’s net accounts receivable are from patients under co-pay or private plan arrangements. Credit evaluations, account monitoring procedures and a third party collection agent are utilized to minimize the risk of loss. Collateral is not required. Cost-containment efforts of governmental organizations, primarily Medicare, could have a material adverse effect on the Company’s sales and profitability. Medicare typically awards contracts on a category-by-category basis through a competitive bidding process. Bids are generally solicited from multiple distributors with intention of driving down pricing. The Company was previously in a protected three year window which expired in 2016. The Company was able to maintain protection for the round 2 recompete contracts that became effective on July 1, 2016, however, all Medicare Durable Medical Equipment, Prosthetics, Orthotics, & Supplies (DMEPOS) Competitive Bidding Program contracts expired on December 31, 2018. Subsequent to December 31, 2018 any registered suppliers can provide equipment and services in all areas. As a result, there is a temporary gap in the entire DMEPOS Competitive Bidding Program that the Centers for Medicare & Medicaid Services (CMS) expects will last until December 31, 2020. On March 7, 2019, CMS announced plans to consolidate the competitive bidding areas (CBAs) included in the Round 1 2017 and Round 2 Recompete DMEPOS Competitive Bidding Programs into a single round of competition named “Round 2021.” Round 2021 contracts are scheduled to become effective on January 1, 2021 and extend through December 31, 2023. The bid window for the Round 2021 DMEPOS Competitive Bidding Program closed on September 18, 2019. For each CBA, providers will submit bids to CMS offering to supply certain covered items of DME in the CBA at certain prices. A number of products in the Company’s product lines are included on the list of products subject to Round 2021. The competitive bidding process has historically put pressure on the amount the Company is reimbursed in the markets in which it exists, as well as in areas that are not subject to the Competitive Bidding Program. The rates required to win future competitive bids could continue to compress reimbursement rates. The Company will continue to monitor developments regarding the competitive bidding program. While the Company cannot predict the outcome of the competitive bidding program on its business in the future nor the Medicare payment rates that will be in effect in future years for the items subjected to competitive bidding, the program may materially adversely affect its financial condition and results of operations. (w) Concentration of Customers The Company provides and distributes medical equipment and health care services, including home oxygen, respiratory medications and sleep therapy equipment and services, to both commercial organizations and directly to end users. This results in a customer concentration relating to Medicare’s service reimbursement programs. During the years ended December 31, 2019 and 2018, the Company derived approxima |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2019 | |
Acquisitions | |
Acquisitions | (3) Acquisitions During the years ended December 31, 2019 and 2018, the Company made several acquisitions to strengthen its current market share in existing markets or to expand into new markets. Each of the Company’s acquisitions was accounted for using the acquisition method pursuant to the requirements of FASB ASC Topic 805, Business Combinations , and are included in the accompanying consolidated financial statements since the respective acquisition date. The goodwill generated from these acquisitions is attributable to expected growth and cost synergies and the expected contribution of each acquisition to the overall Company strategy. The goodwill from these acquisitions is expected to be deductible for tax purposes. Also, see subsection, “Pro‑forma information” of this Note 3 for further pro‑forma information on revenue and operating income. Certain estimated fair values of the net assets of acquired businesses as determined below are subject to change resulting from such items as working capital adjustments post-acquisition. As a result, the acquisition accounting for certain acquired businesses could change in subsequent periods resulting in adjustments to goodwill once finalized. Year ended December 31, 2019 On January 2, 2019, the Company purchased 100% of the stock of Gould’s Discount Medical, LLC (Goulds). Goulds is headquartered in Louisville, Kentucky and provides home medical equipment, supplies, and respiratory products such as home oxygen and sleep apnea equipment. The total consideration was $24,264,344, inclusive of an initial cash payment of $20,764,344, the issuance of a promissory note in the amount of $2,000,000 (payable in six equal quarterly installments commencing on September 30, 2019 and accruing 5.0% interest annually), and estimated potential contingent earn-out payments in an aggregate amount up to $1,500,000 based on certain financial metrics for the years ended December 31, 2020 and 2021. The estimated contingent earn-out liability of $1,500,000 was included in other long-term liabilities at December 31, 2019 in the accompanying consolidated balance sheets based on the expected payment dates. On July 5, 2019, the Company purchased certain assets relating to the durable medical equipment business of SleepMed Therapies, Inc. (SleepMed). SleepMed is a durable medical equipment company headquartered in Atlanta, GA and provides positive airway pressure devices and related supplies to customers in their homes or other alternative site care facilities. The total consideration was $15,405,000, inclusive of an initial cash payment of $11,405,000 and estimated potential contingent earn-out payments in an aggregate amount up to $4,000,000. The estimated contingent earn-out liability was recorded as part of the acquisition accounting based on its estimated fair value at the acquisition date. Subsequent to the acquisition, based on certain events that occurred during the fourth quarter of 2019, it was determined that the fair value of the contingent earn-out liability decreased from the amount initially recorded. Accordingly, the Company recorded a reduction to cost of net revenue of $2,000,000 during the quarter ended December 31, 2019 and reduced the estimated contingent earn-out liability to $2,000,000, which is included in other long-term liabilities at December 31, 2019 in the accompanying consolidated balance sheets based on the expected payment date. On October 31, 2019, the Company purchased 100% of the stock of Choice Medical Healthcare, Inc. (Choice). Choice is headquartered in Salt Lake City, Utah and provides products and services relating to continuous positive airway pressure devices and related supplies. The acquisition date fair value of the consideration was $18,683,832, inclusive of an initial cash payment of $12,483,832 and potential contingent earn-out payments in an aggregate amount up to $12,500,000, which were determined to have an acquisition date fair value of $6,200,000. The estimated contingent earn-out liability of $6,200,000 was included other long-term liabilities at December 31, 2019 in the accompanying consolidated balance sheets based on the expected payment dates. During the year ended December 31, 2019, the Company also completed acquisitions of multiple individually immaterial businesses. The total consideration was $21,139,579, inclusive of initial cash payments of $18,642,079, potential deferred payments of $1,572,500 and estimated potential earn-out payments in an aggregate amount up to $925,000. Subsequent to the acquisition accounting for these transactions, it was determined that the fair value of the contingent earn-out liabilities decreased from the amount initially recorded. Accordingly, the Company recorded a reduction to cost of net revenue of $525,000 during the quarter ended December 31, 2019. Of the remaining estimated contingent earn-out liabilities, $200,000 and $200,000 is included in other current liabilities and other long-term liabilities, respectively, at December 31, 2019 in the accompanying consolidated balance sheets based on the expected payment dates. The results of these acquired companies were immaterial to the Company’s results for the year ended December 31, 2019. The following table summarizes the allocation of the purchase price to the estimated fair values of the net assets acquired at the date of the transactions: Goulds SleepMed Choice Other Total Cash $ — — — 91,894 91,894 Accounts receivable 3,968,011 — 758,558 678,491 5,405,060 Inventory 2,452,777 266,759 33,880 1,507,625 4,261,041 Prepaid and other current assets 11,835 — 110,212 — 122,047 Equipment and other fixed assets 3,352,330 1,401,491 107,120 6,107,790 10,968,731 Goodwill 17,947,636 14,064,750 18,908,961 14,348,123 65,269,470 Contract liabilities (509,000) (328,000) (22,000) (849,995) (1,708,995) Accounts payable and accrued expenses (2,959,245) — (1,212,899) (744,349) (4,916,493) Net assets acquired $ 24,264,344 15,405,000 18,683,832 21,139,579 79,492,755 Year ended December 31, 2018 On May 17, 2018, as set forth in a Contribution and Exchange Agreement, the members of PPS contributed all of their membership units in PPS to AdaptHealth LLC, a subsidiary of AdaptHealth Holdings, in exchange for cash consideration of $7,000,000 and members’ interests with a value of $48,484,848. PPS provides home oxygen, respiratory medications and sleep therapy equipment and services. Prior to the May 17, 2018 transaction, in May 2017, MedStar Surgical & Breathing Equipment, Inc (MedStar), a subsidiary of AdaptHealth LLC, entered into an Administrative Services Agreement with Braden Partners L.P. (BP), a subsidiary of PPS. Under the agreement, MedStar provides management, consulting and administrative support to all BP’s business operations. During 2018, prior to the May 17, 2018 transaction, AdaptHealth Holdings recorded management fee income of $576,458 related to this agreement, which is included in net revenue less provision for doubtful accounts in the accompanying consolidated statements of operations for the year ended December 31, 2018. At May 17, 2018, AdaptHealth Holdings had accounts receivable of $1,715,430 with BP, which primarily related to unpaid management fees, which was settled as part of the May 17, 2018 transaction. The settlement of this receivable was included in the total consideration for purposes of the acquisition accounting for the transaction. On May 17, 2018, AdaptHealth Holdings entered into an Agreement and Plan of Merger with Verus Healthcare, Inc. (Verus) in which AdaptHealth Holdings purchased 100% of the stock of Verus for total consideration of $100,399,268, inclusive of cash payments of $58,399,284, issuance of members’ interests with a value of $13,154,047, issuance of convertible notes of $16,845,937, and contingent consideration of $12,000,000. Verus is headquartered in Tennessee and provides and distributes various types of medical equipment and health care services, including respiratory medications, sleep therapy equipment and services and nutrition products, to both commercial organizations and directly to end users. The contingent consideration was based on the achievement of certain financial targets after the transaction. Verus achieved these targets and amounts were paid in February 2019; accordingly, the contingent consideration was included within other current liabilities in the accompanying consolidated balance sheets at December 31, 2018. The parties intended that the convertible notes would convert to equity which occurred on December 31, 2018; such convertible notes converted to members’ interests. During 2018, the Company recorded $293,400 of interest expense relating to the convertible notes. On July 31, 2018, AdaptHealth Holdings purchased 100% of the stock of Home Medical Express, Inc. (HME) for total consideration of $13,250,000, inclusive of an initial cash payment of $9,000,000, an escrow payment of $1,000,000, and estimated potential earn-out payments of up to $3,250,000. HME is headquartered in Illinois and provides respiratory and durable medical equipment and services. The escrow payment was made at closing and was due to the sellers on the first anniversary of the closing date, subject to certain conditions after the closing date, with any amounts not paid to the sellers to be paid back to the Company. Refer to Note 5, Goodwill , for additional information. The estimated potential earn-out payments were based upon the achievement of certain financial targets for the first and second years after the transaction ($1,625,000 each year). Based on HME’s actual results during the first year after closing, $1,000,000 of the first-year payout was earned and paid to the sellers during the year ended December 31, 2019 which reduced the initial contingent earn-out liability. As part of a separate arrangement executed in September 2019, the Company provided the sellers with the potential to receive the unearned portion of the first-year payout based on revised financial targets through the end of 2019, which were achieved. As a result, $625,000 was recorded in other current liabilities at December 31, 2019 in the accompanying consolidated balance sheets. On December 31, 2018, the Company purchased 100% of the stock of a durable medical equipment company headquartered in Utah. The company provides respiratory, durable medical equipment and hospice services to its customers. The total consideration paid was $5,350,000, inclusive of a cash payment of $4,850,000 and a deferred payment of $500,000 , which is due following the second anniversary of the closing date subject to certain conditions after the closing date. At December 31, 2019 and 2018, the $500,000 deferred payment is included within other long-term liabilities in the accompanying consolidated balance sheets based upon the estimated payment date. In addition, the sellers have the potential to receive earn-out payments up to a maximum of $5,000,000 which are based on the achievement of certain financial targets for the three years subsequent to the transaction. Based on the available information at the acquisition date, management determined that the targets relating to the earn-out payments were not probable of achievement, and therefore these potential payments were not reflected in the acquisition accounting for the transaction. Based on the financial results subsequent to the transaction, it was determined that $1,000,000 of the potential earn-out payments under the agreement was earned and an additional $2,000,000 is expected to be earned. As a result, $3,000,000 was included in cost of net revenue for the year ended December 31, 2019 in the accompanying consolidated statements of operations, of which $1,000,000 and $2,000,000 is included in other current liabilities and other long-term liabilities, respectively, at December 31, 2019 in the accompanying consolidated balance sheets, based on the expected payment dates. During the year ended December 31, 2018, the Company also completed acquisitions of multiple individually immaterial businesses for total cash consideration of $8,099,000. The results of these acquired companies were immaterial to the Company’s results for the year ended December 31, 2018. The following table summarizes the allocation of the purchase price to the estimated fair values of the net assets acquired at the date of the transactions: PPS Verus HME Other Total Cash $ 407,456 1,449,817 100,000 57,000 2,014,273 Accounts receivable 12,126,481 7,795,765 2,200,774 445,000 22,568,020 Inventory 1,344,535 2,923,211 75,493 674,678 5,017,917 Prepaid and other current assets 995,048 466,114 35,960 — 1,497,122 Equipment and other fixed assets 20,357,062 5,895,113 2,165,448 3,229,983 31,647,606 Deferred tax asset — 6,525,269 — — 6,525,269 Other assets 1,927,355 838,008 37,956 — 2,803,319 Goodwill 49,660,338 91,829,157 13,230,987 10,037,339 164,757,821 Accounts payable and accrued expenses (20,484,673) (11,963,664) (3,180,531) (995,000) (36,623,868) Contract liabilities (1,677,813) (306,194) (341,667) — (2,325,674) Capital lease obligations (6,395,438) (3,793,103) (1,074,420) — (11,262,961) Deferred tax liability (321,974) — — — (321,974) Other long-term liabilities (738,099) (1,260,225) — — (1,998,324) Net assets acquired $ 57,200,278 100,399,268 13,250,000 13,449,000 184,298,546 Pro‑Forma Information (unaudited) The unaudited pro-forma financial information has been provided for illustrative purposes only. The unaudited pro-forma financial information does not purport to be indicative of the actual results that would have been achieved by the combined companies for the periods presented, or of the results that may be achieved by the combined companies in the future. Future results may vary significantly from the results reflected in the following unaudited pro-forma financial information because of future events and transactions, as well as other factors, many of which are beyond the Company’s control. The unaudited pro-forma combined financial information presented below has been prepared by adjusting the historical results of the Company to include the historical results of the significant acquisitions described above. The unaudited pro-forma financial information does not include any adjustments to reflect the impact of cost savings or other synergies that may result from these acquisitions. As noted above, the unaudited pro-forma financial information does not purport to be indicative of the actual results that would have been achieved by the combined companies for the periods presented or that may be achieved by the combined company in the future. The information in the following table represents net revenue and operating income for the years ended December 31, 2019 and 2018 had the Company consolidated its 2019 and 2018 significant acquisitions in those periods. Year ended December 31, Pro-forma financial information: 2019 2018 Net revenue $ 551,754,097 $ 477,649,368 Operating income 31,304,194 25,352,321 The above results do not include interest expense associated with debt incurred to fund the cash consideration paid for the acquisitions. Results of Businesses Acquired The amount of net revenue and operating income of the significant acquisitions in 2019 and 2018 since the respective acquisition dates included in the Company’s consolidated statements of operations for the years ended December 31, 2019 and 2018 are as follows: Year ended December 31, 2019 2018 Net revenue $ 53,295,178 $ 107,047,267 Operating income (loss) 7,406,919 (6,597,299) |
Equipment and Other Fixed Ass_4
Equipment and Other Fixed Assets | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Equipment and Other Fixed Assets | ||
Equipment and Other Fixed Assets | (4) Equipment and Other Fixed Assets Equipment and other fixed assets as of March 31, 2020 and December 31, 2019 are as follows: March 31, December 31, 2020 2019 Patient medical equipment $ 132,311,790 $ 112,070,831 Vehicles 6,916,895 4,461,041 Other 18,456,871 15,474,589 157,685,556 132,006,461 Less accumulated depreciation (70,384,632) (68,447,381) $ 87,300,924 $ 63,559,080 | (4) Equipment and Other Fixed Assets Equipment and other fixed assets as of December 31, 2019 and 2018 are as follows: 2019 2018 Patient medical equipment $ 112,070,831 $ 123,881,314 Vehicles 4,461,041 3,903,819 Other 15,474,589 12,704,131 132,006,461 140,489,264 Less accumulated depreciation (68,447,381) (78,887,914) $ 63,559,080 $ 61,601,350 For the years ended December 31, 2019 and 2018, the Company recorded depreciation expense of $62,566,500 and $47,876,835, respectively. During the years ended December 31, 2019 and 2018, the Company wrote off $72,784,264 and $231,090 of fully depreciated patient medical equipment, respectively. |
Goodwill_2
Goodwill | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Goodwill. | ||
Goodwill | (5) Goodwill The change in the carrying amount of goodwill for the three months ended March 31, 2020 was as follows: Balance at December 31, 2019 $ 266,790,518 Acquired goodwill during the period 74,016,335 Balance at March 31, 2020 $ 340,806,853 The Company did not record any goodwill impairment charges during the three months ended March 31, 2020 and 2019. | (5) Goodwill The change in the carrying amount of goodwill for the years ended December 31, 2019 and 2018 were as follows: Accumulated Gross carrying impairment Net carrying amount losses amount Balance at December 31, 2017 $ 38,628,391 — 38,628,391 Acquired goodwill during the period 164,757,821 — 164,757,821 Decrease (950,000) — (950,000) Balance at December 31, 2018 $ 202,436,212 — 202,436,212 Acquired goodwill during the period 65,269,470 — 65,269,470 Receipt of prior escrow payment (504,000) (504,000) Decrease (411,164) — (411,164) Balance at December 31, 2019 $ 266,790,518 — 266,790,518 As discussed in Note 3, Acquisitions , in connection with the acquisition of HME in 2018, the Company made an escrow payment of $1,000,000 that would either be due to the sellers or paid back to the Company within one year subject to certain conditions after closing. Based on the outcome of such conditions, the Company received $504,000 of the escrow funds during the year ended December 31, 2019 and recorded that amount as a reduction of goodwill. The other decreases in the table above primarily relates to working capital and other measurement period adjustments relating to businesses that were acquired by the Company during 2018. |
Fair Value of Assets and Liab_4
Fair Value of Assets and Liabilities | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Fair Value of Assets and Liabilities | ||
Fair Value of Assets and Liabilities | (6) Fair Value of Assets and Liabilities FASB ASC Topic 820, Fair Value Measurements and Disclosures (ASC 820), creates a single definition of fair value, establishes a framework for measuring fair value in U.S. GAAP and expands disclosures about fair value measurements. Assets and liabilities adjusted to fair value in the balance sheet are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Level inputs, as defined by ASC 820, are as follows: Level input Input Definition Level 1 Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date. Level 2 Inputs, other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with market data at the measurement date. Level 3 Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The following table presents the valuation of the Company’s financial assets and liabilities as of March 31, 2020 and December 31, 2019 measured at fair value on a recurring basis. These estimates are not necessarily indicative of the amounts the Company could ultimately realize. Level 1 Level 2 Level 3 Fair Value March 31, 2020 Assets Money market accounts $ 4,117,161 $ — $ — $ 4,117,161 Total assets measured at fair value $ 4,117,161 $ — $ — $ 4,117,161 Liabilities Acquisition-related contingent consideration-short term $ — $ — $ 7,675,000 $ 7,675,000 Acquisition-related contingent consideration-long term — — 5,050,000 5,050,000 Interest rate swap agreements-short term — 5,373,647 — 5,373,647 Interest rate swap agreements-long term — 13,675,476 — 13,675,476 Total liabilities measured at fair value $ — $ 19,049,123 $ 12,725,000 $ 31,774,123 Level 1 Level 2 Level 3 Fair Value December 31, 2019 Assets Money market accounts $ 54,014,591 $ — $ — $ 54,014,591 Total assets measured at fair value $ 54,014,591 $ — $ — $ 54,014,591 Liabilities Acquisition-related contingent consideration-short term $ — $ — $ 4,825,000 $ 4,825,000 Acquisition-related contingent consideration-long term — — 9,900,000 9,900,000 Interest rate swap agreements-short term — 2,157,324 — 2,157,324 Interest rate swap agreements-long term — 6,181,964 — 6,181,964 Total liabilities measured at fair value $ — $ 8,339,288 $ 14,725,000 $ 23,064,288 Interest Rate Swaps The Company recognizes its interest rate swaps as either assets or liabilities in the accompanying consolidated balance sheets at fair value. The valuation of these derivative instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The Company’s interest rate swaps held as of March 31, 2020 and December 31, 2019 were classified as Level 2 of the fair value hierarchy. Refer to Note 7, Derivative Instruments and Hedging Activities , for additional information regarding the Company’s derivative instruments. Contingent Consideration The Company estimates the fair value of acquisition-related contingent consideration liabilities by applying the income approach using a probability-weighted discounted cash flow model. This fair value measurement is based on significant inputs not observed in the market and thus represents a Level 3 measurement. Level 3 instruments are valued based on unobservable inputs that are supported by little or no market activity and reflect the Company’s own assumptions in measuring fair value. At March 31, 2020, contingent consideration liabilities of $7,675,000 and $5,050,000 were included in other current liabilities and other long-term liabilities, respectively, in the accompanying consolidated balance sheets. At December 31, 2019, contingent consideration liabilities of $4,825,000 and $9,900,000 were included in other current liabilities and other long-term liabilities, respectively, in the accompanying consolidated balance sheets. A reconciliation of the Company’s contingent consideration liabilities related to acquisitions for the three months ended March 31, 2020 and 2019 is as follows: Three Months Ended March 31, 2020 Beginning Balance Additions Payments Change in Fair Value Ending Balance Contingent consideration - Level 3 liabilities $ 14,725,000 $ — $ — $ (2,000,000) $ 12,725,000 Three Months Ended March 31, 2019 Beginning Balance Additions Payments Change in Fair Value Ending Balance Contingent consideration - Level 3 liabilities $ 15,250,000 $ 1,500,000 $ (12,000,000) $ — $ 4,750,000 | (6) Fair Value of Assets and Liabilities Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e. “the exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches, including quoted market prices and discounted cash flows. A hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are inputs that reflect a company’s judgment concerning the assumptions that market participants would use in pricing the asset or liability developed based on the best information available under the circumstances. The fair value hierarchy is broken down into three levels based on the reliability of inputs. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the Company’s degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases an asset or liability is classified in its entirety based on the lowest level of input that is significant to the measurement of fair value. Fair value is a market-based measure considered from the perspective of a market participant who holds the asset or owes the liability rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition in the future may cause the Company’s financial instruments to be reclassified from Level 1 to Level 2 or from Level 2 to Level 3. During the years ended December 31, 2019 and 2018, the Company did not have any reclassifications in levels. The following table presents the valuation of the Company’s financial assets and liabilities as of December 31, 2019 and 2018 measured at fair value on a recurring basis. The fair value estimates presented herein are based on information available to management as of December 31, 2019 and 2018. These estimates are not necessarily indicative of the amounts the Company could ultimately realize. Level 1 Level 2 Level 3 Fair Value December 31, 2019 Assets Money market accounts $ 54,014,591 $ — $ — $ 54,014,591 Total assets measured at fair value $ 54,014,591 $ — $ — $ 54,014,591 Liabilities Acquisition-related contingent consideration obligations-short term $ — $ — $ 4,825,000 $ 4,825,000 Acquisition-related contingent consideration obligations-long term — — 9,900,000 9,900,000 Interest rate swap agreements — 8,339,288 — 8,339,288 Total liabilities measured at fair value $ — $ 8,339,288 $ 14,725,000 $ 23,064,288 Level 1 Level 2 Level 3 Fair Value December 31, 2018 Assets Money market accounts $ 16,126,899 $ — $ — $ 16,126,899 Interest rate swap agreement — 943,134 — 943,134 Total assets measured at fair value $ 16,126,899 $ 943,134 $ — $ 17,070,033 Liabilities Acquisition-related contingent consideration obligations-short term $ — $ — $ 13,625,000 $ 13,625,000 Acquisition-related contingent consideration obligations-long term — — 1,625,000 1,625,000 Interest rate swap agreements — 396,302 — 396,302 Total liabilities measured at fair value $ — $ 396,302 $ 15,250,000 $ 15,646,302 Interest Rate Swaps The Company uses interest rate swap agreements to manage interest rate risk by converting a portion of its variable rate borrowings to a fixed rate and recognizes these derivative instruments as either assets or liabilities in the accompanying consolidated balance sheets at fair value. The valuation of these derivative instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The fair values of the Company’s interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash payments receipts. The variable cash receipts are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. To comply with the provisions of FASB ASC Topic 820, Fair Value Measurement , the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with the Company’s derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and the respective counterparties. The Company has determined that the significance of the impact of the credit valuation adjustments made to its derivative contracts, which determination was based on the fair value of each individual contract, was not significant to the overall valuation. As a result, all of the Company’s derivatives held as of December 31, 2019 and 2018 were classified as Level 2 of the fair value hierarchy. Refer to Note 7, Derivative Instruments and Hedging Activities , for additional information regarding the Company’s derivative instruments. Financial Instruments Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3): Contingent Consideration The Company estimates the fair value of acquisition-related contingent consideration obligations by applying the income approach using a probability-weighted discounted cash flow model. This fair value measurement is based on significant inputs not observed in the market and thus represents a Level 3 measurement. Level 3 instruments are valued based on unobservable inputs that are supported by little or no market activity and reflect the Company’s own assumptions in measuring fair value. Each period, the Company evaluates the fair value of acquisition-related contingent consideration obligations. The Company records any increases in the fair value as contingent consideration expense and decreases in the fair value as a reduction of contingent consideration expense. Contingent consideration obligations of $14,725,000 were outstanding at December 31, 2019 which relate to business acquisitions that occurred during the years ended December 31, 2019 and 2018. Contingent consideration obligations of $15,250,000 were outstanding at December 31, 2018 which related to business acquisitions in May 2018 and July 2018, of which $13,000,000 was paid during the year ended December 31, 2019. A reconciliation of the Company’s contingent consideration liabilities related to acquisitions is as follows: Year Ended December 31, 2019 Beginning Balance Additions Payments Gain Ending Balance Contingent consideration $ 15,250,000 $ 12,625,000 $ (13,000,000) $ (150,000) $ 14,725,000 Total Level 3 liabilities $ 15,250,000 $ 12,625,000 $ (13,000,000) $ (150,000) $ 14,725,000 Year Ended December 31, 2018 Contingent consideration $ — $ 15,250,000 $ — $ — $ 15,250,000 Total Level 3 liabilities $ — $ 15,250,000 $ — $ — $ 15,250,000 The Company’s non‑financial assets measured on a non‑recurring basis were as follows: As of December 31, 2019 2018 Significant unobservable inputs (Level 3): Goodwill (annual impairment assessment) $ 266,790,518 $ 202,436,212 |
Derivative Instruments and He_6
Derivative Instruments and Hedging Activities | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities | ||
Derivative Instruments and Hedging Activities | (7) Derivative Instruments and Hedging Activities The Company records all derivatives on its consolidated balance sheet at fair value. As of March 31, 2020 and December 31, 2019, the Company had outstanding interest rate derivatives with third parties in which the Company pays a fixed interest rate and receives a rate equal to the one-month LIBOR. The notional associated with the swap agreements was $250,000,000 as of March 31, 2020 and December 31, 2019 and have maturity dates at certain dates through March 2024. Prior to August 22, 2019, the interest rate swap agreements were not designated as cash flow hedging instruments for accounting purposes and accordingly changes in fair value of the interest rate swap agreements were recorded in earnings. On August 22, 2019, the Company designated its swaps as effective cash flow hedges of interest rate risk. Accordingly, subsequent to August 22, 2019, changes in the fair value of the interest rate swaps are recorded as a component of accumulated other comprehensive income (loss) within stockholders’ equity and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings. The table below presents the fair value of the Company’s derivative financial instruments as well as their classification in the consolidated balance sheets at March 31, 2020 and December 31, 2019: As of March 31, 2020 Balance Sheet Fair Value Location Asset (Liability) Derivatives designated as hedging instruments: Interest rate swap agreements Other current liabilities $ (5,373,647) Interest rate swap agreements Other long-term liabilities (13,675,476) Total derivatives designated as hedging instruments $ (19,049,123) As of December 31, 2019 Balance Sheet Fair Value Location Asset (Liability) Derivatives designated as hedging instruments: Interest rate swap agreements Other current liabilities $ (2,157,324) Interest rate swap agreements Other long-term liabilities (6,181,964) Total derivatives designated as hedging instruments $ (8,339,288) During the three months ended March 31, 2020, as a result of the effect of cash flow hedge accounting, the Company recognized a loss of $10,709,835 in other comprehensive income (loss) and $707,381 was reclassified from other comprehensive income (loss) and recognized as a reduction to interest expense, net, in the accompanying consolidated statements of operations. During the three months ended March 31, 2019, as a result of the effect of the Company’s derivative financial instruments that were not designated as hedging instruments, the Company recognized $2,702,400 in interest expense, net in the accompanying consolidated statements of operations. | (7) Derivative Instruments and Hedging Activities FASB ASC Topic 815, Derivatives and Hedging (ASC 815), provides the disclosure requirements for derivatives and hedging activities with the intent to provide users of financial statements with an enhanced understanding of: (a) how and why an entity uses derivative instruments, (b) how the entity accounts for derivative instruments and related hedged items, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. Further, qualitative disclosures are required that explain the Company’s objectives and strategies for using derivatives, as well as quantitative disclosures about the fair value of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative instruments. As discussed in Note 6, Fair Value of Assets and Liabilities , and as required by ASC 815, the Company records all derivatives on its consolidated balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company is exposed to certain risk arising from economic conditions. The Company principally manages its exposures to interest rate risk through the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage differences in the amount, timing and duration of the Company’s known or expected cash payments principally related to the Company’s variable rate borrowings. The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive income and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. In the twelve months subsequent to December 31, 2019, the Company estimates that an additional $3,526,000 will be reclassified as a reduction to interest expense. As of December 31, 2019 and 2018, the Company had outstanding interest rate derivatives with third parties in which the Company pays a fixed interest rate and receives a rate equal to the one-month LIBOR. The notional associated with the swap agreements was $250,000,000 and $85,000,000 as of December 31, 2019 and 2018, respectively, and have maturity dates at certain dates through March 2024. Prior to August 22, 2019, the interest rate swap agreements were not designated as cash flow hedging instruments for accounting purposes and accordingly changes in fair value of the interest rate swap agreements were recorded in earnings. On August 22, 2019, in accordance with the provisions of ASC 815 and FASB ASU No. 2017-12, Targeted Improvements to Accounting for Hedging Activities , the Company designated its swaps as effective cash flow hedges of interest rate risk. Accordingly, subsequent to August 22, 2019, changes in the fair value of the interest rate swaps are recorded as a component of accumulated other comprehensive income within stockholders’ equity and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings. The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated balance sheets at December 31, 2019 and 2018: As of December 31, 2019 Balance Sheet Fair Value Location Asset (Liability) Derivatives designated as hedging instruments: Interest rate swap agreements Other current liabilities $ (2,157,324) Interest rate swap agreements Other long-term liabilities (6,181,964) Total derivatives designated as hedging instruments $ (8,339,288) As of December 31, 2018 Balance Sheet Fair Value Location Asset (Liability) Derivatives not designated as hedging instruments: Interest rate swap agreements Prepaid and other current assets $ 943,134 Interest rate swap agreements Other current liabilities (396,302) Total derivatives not designated as hedging instruments $ 546,832 The table below presents the effect of cash flow hedge accounting on accumulated other comprehensive income during the year ended December 31, 2019. There was no effect on accumulated other comprehensive income during the year ended December 31, 2018. Year Ended December 31, 2019 Amount of Gain Location of Gain Amount of Gain or (Loss) or (Loss) Reclassified or (Loss) Reclassified Recognized in from Accumulated from Accumulated OCI on Derivative OCI into Income OCI into Income Derivatives in cash flow hedging relationships: Interest rate swap agreements $ 3,469,643 Interest expense $ 932,807 Total $ 3,469,643 $ 932,807 The table below presents the effect of the Company’s derivative financial instruments that were not designated as hedging instruments on the consolidated statements operations during the year ended December 31, 2019 and 2018 and represents the change in fair value of the Company’s interest rate swap agreements during such periods: Year Ended December 31, 2019 Location of Gain or (Loss) Amount of Gain or (Loss) Recognized in Loss Recognized in Loss on Derivative on Derivative Derivatives Not Designated as Hedging Instruments: Interest rate swap agreements Interest Expense $ (12,358,728) Total $ (12,358,728) Year Ended December 31, 2018 Location of Gain or (Loss) Amount of Gain or (Loss) Recognized in Income Recognized in Income on Derivative on Derivative Derivatives Not Designated as Hedging Instruments: Interest rate swap agreements Interest Expense $ 546,832 Total $ 546,832 |
Deferred Financing Costs
Deferred Financing Costs | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Financing Costs | |
Deferred Financing Costs | (8) Deferred Financing Costs The change in the carrying amount of deferred financing costs for the years ended December 31, 2019 and 2018 was as follows: 2019 2018 Balance at January 1 $ 2,258,253 $ 1,342,379 Capitalized fees 9,027,753 2,612,860 Amortization (1,311,573) (477,781) Write-off due to debt refinancing (2,121,451) (1,219,205) Balance at December 31 $ 7,852,982 $ 2,258,253 Amortization expense relating to deferred financing costs was $1,311,573 and $477,781 during the years ended December 31, 2019 and 2018, respectively, and is included in interest expense in the accompanying consolidated statements of operations . The write-off of deferred financing costs is included in loss on extinguishment of debt, net in the accompanying consolidated statements of operations for the years ended December 31, 2019 and 2018. The December 31, 2019 balance of deferred financing costs of $7,852,982 is estimated to be recorded to amortization expense as follows: $1,566,363 in 2020, 2021, 2022 and 2023, $840,068 in 2024, and $747,462 thereafter. |
Accounts Payable and Accrued _4
Accounts Payable and Accrued Expenses | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Accounts Payable and Accrued Expenses | ||
Accounts Payable and Accrued Expenses | (8) Accounts Payable and Accrued Expenses Accounts payable and accrued expenses as of March 31, 2020 and December 31, 2019 consisted of the following: March 31, December 31, 2020 2019 Accounts payable $ 105,194,402 $ 79,237,323 Employee related accruals 9,002,909 12,319,746 Accrued interest 4,672,868 4,021,660 Other 17,201,708 7,149,364 Total $ 136,071,887 $ 102,728,093 | (9) Accounts Payable and Accrued Expenses Accounts payable and accrued expenses as of December 31, 2019 and 2018 consisted of the following: December 31, 2019 2018 Accounts payable $ 79,237,323 $ 70,603,562 Employee related accruals 12,319,746 9,142,347 Self insurance reserves 1,166,014 1,304,335 Accrued interest 4,021,660 404,015 Other 5,983,350 4,104,160 Total $ 102,728,093 $ 85,558,419 |
Debt_2
Debt | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Debt | ||
Debt | (9) Debt The following is a summary of long term‑debt as of March 31, 2020 and December 31, 2019: March 31, December 31, 2020 2019 Secured term loans $ 295,937,500 $ 246,250,000 Revolving credit facility 32,000,000 12,000,000 Note payable 143,500,000 143,500,000 Other 1,053,205 1,725,185 Unamortized deferred financing fees (6,322,104) (6,642,490) 466,168,601 396,832,695 Current portion (2,615,705) (1,721,132) Long-term portion $ 463,552,896 $ 395,111,563 In March 2019, the Company entered into several agreements, amendments and new credit facilities (herein after referred to as the March 2019 Recapitalization Transactions). The March 2019 Recapitalization Transactions included $425,000,000 in new credit facilities, which consisted of a $300,000,000 Initial Term Loan (Credit Facility Term Loan), $50,000,000 Delayed Draw Term Loan (Delayed Draw), and $75,000,000 Revolving Credit Facility (New Revolver), all with maturities in March 2024. In November 2019, the Company amended its credit agreement primarily to (i) increase the amount available under the Delayed Draw to $100,000,000, and (ii) revise the Consolidated Total Leverage Ratio thresholds and lower the applicable margin to determine the variable quarterly interest rate under the credit agreement. Amounts borrowed under the Credit Facility Term Loan and Delayed Draw bear interest quarterly at variable rates based upon the sum of (a) the LIBOR Rate for such interest period, plus (b) an applicable margin based upon the Company’s Consolidated Total Leverage Ratio. The Delayed Draw carries 0.5% of unused fee per annum, and the New Revolver carries 0.5% of unused line fee per annum. Under the credit facility, the Company is subject to various agreements that contain a number of restrictive covenants that, among other things, impose operating and financial restrictions on the Company. Financial covenants include a Consolidated Total Leverage Ratio and a Fixed Charges Coverage Ratio, as defined in the agreement. Additionally, under the terms of the debt amendment, the Company may be required to repay principal based on excess cash flow, as defined. The proceeds from the March 2019 Recapitalization Transactions were used to (1) repay existing amounts outstanding under the Company’s credit facility of $151,875,000, (2) pay transaction costs, fees and expenses related to the consummation of the transactions contemplated under the agreement (see Note and Unit Purchase Agreement discussed below), (3) pay a $250,000,000 distribution to AdaptHealth Holdings’ members, and (4) redeem certain members’ interests, including the cumulative preferred dividends, for $3,713,455. In addition, the Company paid deferred financing costs of $9,027,753; amortization of such costs is included in interest expense, net in the accompanying consolidated statements of operations. Further, the Company wrote off deferred financing costs of $2,121,451, which is included in loss on extinguishment of debt in the accompanying consolidated statements of operations for the three months ended March 31, 2019. Secured Term Loans The Credit Facility Term Loan requires quarterly principal repayments beginning June 30, 2019 through December 31, 2023, and the unpaid principal balance is due at maturity in March 2024. In November 2019, the Company repaid $50,000,000 under the Credit Facility Term Loan; such repayment satisfied the required principal repayments through September 2023. At March 31, 2020, there was $246,250,000 outstanding under the Credit Facility Term Loan. The interest rate under the Credit Facility Term Loan was 4.35% at March 31, 2020. The Delayed Draw has an availability period from the first business day immediately following the closing date (March 2019) to the earliest of (a) the Credit Facility Term Loan maturity date, (b) twenty-four months following the closing date, or (c) the date of the termination of the commitment. During the three months ended March 31, 2020, the Company borrowed $50,000,000 under the Delayed Draw. The borrowing under the Delayed Draw requires quarterly principal repayments of $312,500 beginning March 31, 2020 through December 31, 2020, quarterly principal repayments of $625,000 beginning March 31, 2021 through December 31, 2023, and the unpaid principal balance is due at maturity in March 2024. At March 31, 2020, there was $49,687,500 outstanding under the Delayed Draw. The interest rate under the Delayed Draw was 4.11% at March 31, 2020. Revolving Credit Facility During the three months ended March 31, 2020, the Company borrowed $20,000,000 under the New Revolver; such amount was repaid in April 2020. At March 31, 2020, there was $32,000,000 outstanding under the New Revolver. The interest rate under the New Revolver was 4.35% at March 31, 2020. After consideration of stand-by letters of credit outstanding of $2,496,518, the remaining maximum borrowings available pursuant to the New Revolver were $40,503,482 at March 31, 2020. Note Payable In connection with the March 2019 Recapitalization Transactions, the Company signed a Note and Unit Purchase Agreement with an investor. Pursuant to the agreement, the Company signed a promissory note agreement with a principal amount of $100,000,000 (the Promissory Note) and the Company also received proceeds of $20,000,000 for the purchase of members’ interests. In connection with the transactions completed as part of the Business Combination, the Promissory Note was replaced with a new amended and restated promissory note with a principal amount of $100,000,000, and the investor converted certain of its members’ interests to a $43,500,000 promissory note. The new $100,000,000 promissory note, together with the $43,500,000 promissory note, are collectively referred to herein as the New Promissory Note. The outstanding principal balance under the New Promissory Note is due on the tenth anniversary of the closing date of the Business Combination and bears interest at the following rates (a) for the period starting on the closing date and ending on the seventh anniversary, a rate of 12% per annum, with 6% payable in cash and 6% Payment in Kind (PIK), and (b) for the period starting on the day after the seventh anniversary of the closing date and ending on the maturity date, a rate equal to the greater of (i) 15% per annum or (ii) the twelve-month LIBOR plus 12% per annum. The Company has the option to pay the PIK interest in cash under the New Promissory Note, which it did during the three months ended March 31, 2020. If the Company elects to prepay the New Promissory Note prior to the third anniversary of the Closing of the Business Combination, then such prepayment of the outstanding principal and accrued interest will be subject to a make-whole premium equal to 10% of the total amount of outstanding principal and accrued interest through the date of such prepayment. If the Company elects to prepay the New Promissory Note prior to the fourth anniversary but after the third anniversary of the Closing of the Business Combination, then such prepayment of outstanding principal and accrued interest will be subject to a make-whole premium equal to 5% of the total amount of outstanding principal and accrued interest through the date of such prepayment. In connection with the Business Combination the investor generated taxable income and a current federal and state income tax liability of approximately $5,870,000 on the exchange of its members’ interests. Under the terms of the Merger Agreement, all investors indemnified the Company for all taxes attributable to periods prior to or on the closing date of the Business Combination. Accordingly, the Company recorded an indemnification asset of such amount, included in Prepaid and other current assets, and a corresponding current liability included in Other liabilities, in the accompanying consolidated balance sheets as of and December 31, 2019. This amount is no longer outstanding as of March 31, 2020. | (10) Debt The following is a summary of long term‑debt as of December 31, 2019 and 2018: December 31, 2019 2018 Secured term loans $ 246,250,000 $ 134,875,000 Revolving credit facility 12,000,000 — Note payable 143,500,000 — Seller note (see Note 3) 1,666,667 — Other 58,518 171,942 Unamortized deferred financing fees (6,642,490) (862,243) 396,832,695 134,184,699 Current portion (1,721,132) (7,089,976) Long-term portion $ 395,111,563 $ 127,094,723 Interest expense related to long-term debt agreements, including amortization of deferred financing costs and payments made under the Company’s interest rate swap agreements, for the years ended December 31, 2019 and 2018 was $27,849,699 and $7,418,959, respectively. In March 2019, the Company entered into several agreements, amendments and new financing facilities (herein after referred to as the March 2019 Recapitalization Transactions). In connection with the March 2019 Recapitalization Transactions, the Company signed the Third Amended and Restated Credit and Guaranty Agreement and restructured its debt borrowings with its bank group. In November 2019, in connection with the Business Combination, the Company amended its credit facility primarily to (i) increase the amount available under the Delayed Draw Term Loan from $50,000,000 to $100,000,000 (see below), and (ii) revise the Consolidated Total Leverage Ratio thresholds and lower the applicable margin to determine the variable quarterly interest rate under the credit facility. The maturity of total debt, excluding unamortized deferred financing fees, at December 31, 2019 is as follows. Twelve months ended December 31, 2020 $ 2021 2022 — 2023 2024 Thereafter Total debt maturity $ Long-Term Debt The debt restructuring completed as part of the March 2019 Recapitalization Transactions consisted of $425,000,000 in credit facilities, which included a $300,000,000 Initial Term Loan (Credit Facility Term Loan), $50,000,000 Delayed Draw Term Loan (Delayed Draw), and $75,000,000 Revolving Credit Facility (New Revolver), all with maturities in March 2024. As noted above, in November 2019, the Company amended its credit facility to increase the amount available under the Delayed Draw from $50,000,000 to $100,000,000. The Credit Facility Term Loan and Delayed Draw loan may consist of Base Rate Loans or LIBOR Rate Loans (as defined in the agreement). Each LIBOR Rate Loan bears interest quarterly at variable rates based upon the sum of (a) the LIBOR Rate for such interest period, plus (b) an applicable margin based upon the Company’s Consolidated Total Leverage Ratio. Each Base Rate Loan bears interest quarterly at variable rates based upon the sum of (a) the Base Rate (as defined in the agreement), plus (b) an applicable margin based upon the Company’s Consolidated Total Leverage Ratio. The applicable margin was set at 3.50% and 2.50% for LIBOR Rate Loans and Base Rate Loans, respectively, following the closing of the transaction and are reset each quarter. Per the agreement, the Delayed Draw loan carries 0.5% of unused fee per annum, and the New Revolver carries 0.5% of unused line fee per annum. Under the debt restructuring, the Company is subject to various agreements that contain a number of restrictive covenants that, among other things, impose operating and financial restrictions on the Company. Financial covenants include a Total Leverage Ratio and a Fixed Charges Coverage Ratio, as defined in the agreement. Additionally, under the terms of the debt amendment, the Company may be required to repay principal based on excess cash flow, as defined. The proceeds from the Credit Facility Term Loan were used to (1) repay existing amounts outstanding under the Company’s credit facility of $151,875,000, (2) pay transaction costs, fees and expenses related to the consummation of the transactions contemplated under the agreement (see Note and Unit Purchase Agreement discussed below), (3) pay a distribution to AdaptHealth Holdings’ members, and (4) redeem all of the AdaptHealth Holdings issued and outstanding Preferred Units, including the cumulative preferred dividends. The proceeds of any borrowings under the Delayed Draw loan will be used to finance Permitted Acquisitions (as defined in the agreement) and to pay fees and transaction costs associated with such acquisitions. The proceeds of any borrowings under the New Revolver will be for (1) an amount not to exceed $25,000,000 to finance working capital, make capital expenditures and for other general corporate purposes, and (2) an amount not to exceed $50,000,000 to finance Permitted Acquisitions and to pay fees and transaction costs associated with such acquisitions. Secured Term Loan In connection with the March 2019 debt restructuring the Company borrowed $300,000,000 under the Credit Facility Term Loan. The Credit Facility Term Loan requires quarterly principal repayments of $1,875,000 beginning June 30, 2019 through March 31, 2021, quarterly principal repayments of $3,750,000 beginning June 30, 2021 through December 31, 2023, and the unpaid principal amount of the Credit Facility Term Loan is due at maturity in March 2024. In November 2019, the Company repaid $50,000,000 under the Credit Facility Term Loan using the proceeds received from the transactions completed as part of the Business Combination; such repayment was applied to the principal payments required to be paid through September 2023. At December 31, 2019 there was $246,250,000 outstanding under the Credit Facility Term Loan. The interest rate under the Credit Facility Term Loan was 4.55% at December 31, 2019. The Delayed Draw loan has an availability period from the first business day immediately following the closing date (March 2019) to the earliest of (a) the Credit Facility Term Loan maturity date, (b) twenty-four months following the closing date, or (c) the date of the termination of the commitment. During the year ended December 31, 2019 no amounts were borrowed under the Delayed Draw loan. In February 2018, the Company signed the Second Amended and Restated Credit and Guaranty Agreement and refinanced its debt structure at that time. The refinancing consisted of $175,000,000, which included a $70,000,000 Initial Term Loan (Initial Term Loan), $80,000,000 Delayed Draw Term Loan (Delayed Draw Loan), and $25,000,000 Revolving Credit Facility (Revolver). The credit facilities bore interest quarterly at variable rates (6.02% at December 31, 2018). At December 31, 2018 there was $67,375,000 and $67,500,000 outstanding under the Initial Term Loan and Delayed Draw Loan, respectively, and there were no amounts outstanding under the Revolver. These amounts were repaid in connection with the March 2019 debt restructuring. Revolving Credit Facility During the year ended December 31, 2019, the Company borrowed $43,500,000 under the New Revolver. In November 2019, the Company repaid $31,500,000 under the New Revolver using the proceeds received from the transactions completed as part of the Business Combination. At December 31, 2019, there was $12,000,000 outstanding under the New Revolver. The interest rate under the New Revolver was 4.55% at December 31, 2019. After consideration of stand-by letters of credit outstanding of $2,496,518, the remaining maximum borrowings available pursuant to the New Revolver were $60,503,482 at December 31, 2019. Note Payables In connection with the March 2019 Recapitalization Transactions, the Company signed a Note and Unit Purchase Agreement with an investor. Pursuant to the agreement, the Company signed a promissory note agreement with the investor with a principal amount of $100,000,000 (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 $100,000,000, and the investor converted certain of its members’ interests to a $43,500,000 promissory note. The investor generated taxable income and a current federal and state income tax liability of approximately $5,870,000 on the exchange of its members’ interests. Under the terms of the Merger Agreement, all investors indemnified the Company for all taxes attributable to periods prior to or on the closing date of the Business Combination. Accordingly, the Company has recorded an indemnification asset of such amount, included in Prepaid and other current assets, and a corresponding current liability, included in Other liabilities, in the accompanying consolidated balance sheets as of December 31, 2019. The new $100,000,000 promissory note, together with the $43,500,000 promissory note, are collectively referred to herein as the New Promissory Note. The outstanding principal amount under the New Promissory Note is due on the tenth anniversary of the closing date of the Business Combination and bears interest at the following rates (a) for the period starting on the closing date and ending on the seventh anniversary, a rate of 12% per annum, with 6% payable in cash and 6% Payment in Kind (PIK), and (b) for the period starting on the day after the seventh anniversary of the closing date and ending on the maturity date, a rate equal to the greater of (i) 15% per annum or (ii) the twelve-month LIBOR plus 12% per annum. The Company has the option to pay the PIK interest in cash under the Promissory Note and the New Promissory Note, which it did during the year ended December 31, 2019, and thus no amounts were added to the principal balance during that period. If the Company elects to prepay the Promissory Note prior to the third anniversary of the Closing of the Business Combination, then such prepayment of the outstanding principal and accrued interest will be subject to a make-whole premium equal to 10% of the total amount of outstanding principal and accrued interest through the date of such prepayment. If the Company elects to prepay the Promissory Note prior to the fourth anniversary but after the third anniversary of the Closing of the Business Combination, then such prepayment of outstanding principal and accrued interest will be subject to a make-whole premium equal to 5% of the total amount of outstanding principal and accrued interest through the date of such prepayment. In 2013, AdaptHealth Holdings issued a note payable of $5,500,000 to a former shareholder of an acquired company for repurchase of stock which was outstanding at December 31, 2017. In February 2018, in connection with a restructuring of its debt arrangement, AdaptHealth Holdings repaid the note payable for consideration of $4,700,000. In connection with the repayment of the note, the Company recorded a gain on extinguishment of debt of $800,000, which is included in Loss on extinguishment of debt, net, in the accompanying consolidated statements of operations for the year ended December 31, 2018. Term Note In May 2017 AdaptHealth Holdings entered into a $7,000,000 Term Loan Promissory Note (the Term Loan). As of December 31, 2017, $5,979,167 was outstanding under the Term Loan, which was repaid in full in February 2018 in connection with a debt restructuring completed by AdaptHealth Holdings. In connection with the repayment of the Term Loan, the Company incurred a prepayment penalty expense of $634,038, which is included in Loss on extinguishment of debt, net, in the accompanying consolidated statements of operations for the year ended December 31, 2018. |
Stockholders' Equity_2
Stockholders' Equity | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Stockholders' Equity | ||
Stockholders' Equity | (10) Stockholders' Equity The Closing of the Business Combination occurred on November 8, 2019, refer to Note 3, Significant Transactions , for additional details regarding the Business Combination. Warrants At the Closing of the Business Combination, the Company had 12,666,666 warrants outstanding. Each warrant is exercisable for one share of common stock at a price of $11.50 per share. The exercise price and number of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. During the three months ended March 31, 2020, 3,938,630 warrants were exercised in cashless transactions which resulted in the issuance of 1,092,468 shares of Class A Common Stock. As of March 31, 2020, the Company had 8,728,036 warrants outstanding. Contingent Consideration Pursuant to the Merger Agreement, the former owners of AdaptHealth Holdings who received Class B Common Stock in connection with the Business Combination are entitled to receive an equity classified earn-out consideration to be paid in the form of New AdaptHealth Units (and a corresponding number of shares of Class B Common Stock) and the former owners of AdaptHealth Holdings who received Class A Common Stock in connection with the Business Combination are entitled to receive earn-out consideration to be paid in the form of Class A Common Stock, if the 30-day volume-weighted average price of the Company’s Class A Common Stock equals or exceeds certain hurdles set forth in the Merger Agreement. The former owners of AdaptHealth Holdings can potentially receive up to an additional 1,000,000 shares in December 2020, 2021 and 2022, for a total of 3,000,000 shares, as a part of the earn-out consideration. As of March 31, 2020, the hurdles have not been met. Equity‑based Compensation Incentive Units AdaptHealth Holdings granted Incentive Units in June 2019 (the 2019 Incentive Units) and in April 2018 (the 2018 Incentive Units) to certain members of management. With respect to the 2019 Incentive Units, 50% of the awards vest in equal annual installments on each of the first, second, third and fourth anniversaries of the Vesting Commencement Date as defined in the agreements (May 20, 2019). The remaining 50% had vesting terms based upon a performance condition. In connection with the Business Combination, the vesting conditions for this portion of the 2019 Incentive Units was changed to vest quarterly during the one-year period subsequent to the Closing of the Business Combination. The grant date fair value of the 2019 Incentive Units, as calculated under an Option Pricing Method, was $4,511,120, and is being recognized as expense over the employees’ requisite service period based on the vesting conditions described above. In conjunction with the March 2019 Recapitalization Transactions, the vesting of certain of the 2018 Incentive Units was accelerated and all holders of the 2018 Incentive Units received an advance for future distribution, which were treated as a modification of the awards for accounting purposes. In conjunction with the Business Combination, the vesting of a majority of the unvested 2018 Incentive Units was accelerated. 2019 Stock Incentive Plan On November 7, 2019, the stockholders of the Company approved the AdaptHealth Corp. 2019 Stock Incentive Plan (the 2019 Plan), effective upon closing of the Business Combination. In connection with the 2019 Plan, the Company provides equity-based compensation to attract and retain employees while also aligning employees’ interest with the interests of its stockholders. The 2019 Plan permits the grant of various equity-based awards to selected employees and directors. The 2019 Plan permits the grant of up to 8,000,000 shares of Class A Common Stock, subject to certain adjustments and limitations. Stock Options During the fourth quarter of 2019, the Company granted 3,416,666 options to purchase shares of common stock of the Company to certain executive officers that have an exercise price of $11.50 per share. A portion of the options are eligible to vest on December 31, 2020, 2021 and 2022 based on defined performance conditions, subject to the employees’ continuous employment through the applicable vesting date. The grant-date fair value of the awards, using a Black-Scholes option pricing model, was $7,248,653 and is being recognized as expense on a straight-line basis over the employees’ requisite service period subject to management’s estimation of the probability of vesting of such awards. The Company has no other options outstanding as of March 31, 2020. Restricted Stock On March 3, 2020, the Company granted 300,000 shares of restricted stock to an employee in conjunction with an acquisition. Of the total shares granted, 250,000 are eligible to vest based on certain performance conditions, subject to the employee's continuous employment through the applicable vesting date. The remaining 50,000 shares will vest 25% annually on December 31, 2020 through 2023, subject to the employee's continuous employment through the applicable vesting date. The total grant-date fair value of the award was $4,905,000 and is being recognized as expense on a straight-line basis over the employee’s requisite service period subject to management’s estimation of the probability of vesting of such awards (as it relates to the performance-based awards). On March 3, 2020, the Company granted 321,123 shares of restricted stock to various employees. Of the total shares granted, 15,417 shares vested on the grant date, and the remaining shares will vest 25% on each anniversary of the Vesting Commencement Dates (as defined in the agreements), subject to the employees’ continuous employment through the applicable vesting date. The grant-date fair value of the awards was $5,250,361, of which $252,068 was recognized as expense on the grant date and $4,998,293 is being recognized as expense on a straight-line basis over the employees’ requisite service period. Activity related to the Company’s non-vested restricted stock grants for the three months ended March 31, 2020 is presented below: Number of Shares of Weighted-Average Grant Date Restricted Stock Fair Value per Share Non-vested balance at January 1, 2020 901,250 $ 5.83 Granted 621,123 $ 16.35 Vested (15,417) $ 16.35 Forfeited (20,000) $ 8.11 Non-vested balance at March 31, 2020 1,486,956 $ 10.09 During the three months ended March 31, 2020, the Company recorded equity-based compensation expense of $2,222,609, of which $1,671,923 and $550,686 was included in general and administrative expenses and cost of net revenue, respectively, in the accompanying consolidated statement of operations. During the three months ended March 31, 2019, the Company recorded equity-based compensation expense of $5,223,108 which is included in general and administrative expenses in the accompanying consolidated statements of operations. The expense during the three months ended March 31, 2019 included $4,894,720 in connection with the acceleration of vesting of certain of the 2018 Incentive Units and the modification of such awards discussed above. At March 31, 2020, there was $20,025,505 of unrecognized compensation expense related to equity-based compensation awards, which is expected to be recognized over a weighted-average term of 2.8 years. At March 31, 2020, 3,037,761 shares of the Company’s Class A Common Stock are available for issuance under the 2019 Plan. | (11) Stockholders' Equity The completion of the Business Combination (the Closing) occurred on November 8, 2019, refer to Note 1, Nature of Business , for additional details regarding the Business Combination. The following table represents the structure of the combined company upon the Closing of the Business Combination: Upon the Closing of the Business Combination, the former owners of AdaptHealth Holdings held approximately 49% of the economic interest in AdaptHealth Corp. and the former stockholders of DFB held the remaining approximate 51% of the economic interests in AdaptHealth Corp., both in the form of shares of the Company’s Class A Common Stock .AdaptHealth Corp. owns approximately 56% of the combined company with the remaining 44% owned by the former owners of AdaptHealth Holdings in the form of common units representing limited liability company interests in AdaptHealth Holdings from and after the Closing (New AdaptHealth Units). Following the Closing of the Business Combination, the combined results of DFB and AdaptHealth Holdings are consolidated, with the holders of Class A Common Stock owning an approximate 56% direct controlling interest and the holders of New AdaptHealth Units owning an approximate 44% direct noncontrolling economic interest shown as noncontrolling interest in the consolidated financial statements of the combined entity. The approximate 44% direct noncontrolling economic interest in AdaptHealth Holdings held by the current owners of AdaptHealth Holdings noted above is in the form of New AdaptHealth Units and are exchangeable on a one-to-one basis for Class A Common Stock. Following the Closing, 550,000 New AdaptHealth Units were exchanged for shares of Class A Common Stock, resulting in holders of New AdaptHealth Units owning an approximately 43% direct noncontrolling economic interest in AdaptHealth Holdings at December 31, 2019. The approximately 43% direct noncontrolling economic interest will continue to decrease as New AdaptHealth Units are exchanged for shares of Class A Common Stock. The following table sets forth the net assets of DFB at the Closing: Cash and cash equivalents $ Current assets Current liabilities (11,214,503) Net assets of DFB $ The following table sets forth the sources and uses of cash in connection with the Business Combination: Sources DFB's cash and cash equivalents on hand $ Private placement (1) Total Sources $ Uses Cash to balance sheet (2) $ 52,845,206 Legacy AdaptHealth Holdings LLC redemptions (3) 20,000,000 Debt repayment (4) 81,500,000 Transaction expenses (5) 14,566,542 Total Uses $ (1) Represents the issuance and sale, in a private placement consummated concurrently with the Closing, of 12,500,000 shares of Class A Common Stock. (2) Represents remaining cash that will be used to fund operations and working capital needs of the Company after the closing of the Business Combination. (3) Represents cash that was used to fund redemptions made by legacy AdaptHealth Holdings investors. (4) Represents the amount of debt that the combined company paid down upon closing of the Business Combination. (5) Represents the amount of transaction expenses paid in connection with the closing of the Business Combination, including costs incurred by the Company and accrued costs incurred by DFB prior to the closing of the Business Combination, that were paid upon closing. In connection with the Business Combination, the Company filed its Second Amended and Restated Certificate of Incorporation to increase the total number of shares of all classes of capital stock which the Company is authorized to issue to 250,000,000 shares, consisting of 210,000,000 shares of Class A Common Stock with a par value of $0.0001 per share, 35,000,000 shares of Class B Common Stock with a par value of $0.0001 per share, and 5,000,000 shares of Preferred Stock with a par value of $0.0001 per share. Holders of common stock are entitled to one vote for each share. The shares of Preferred Stock shall be issued with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2019, there were 40,816,292 shares of Class A Common Stock and 31,563,799 shares of Class B Common Stock outstanding. At December 31, 2019 there were no shares of Preferred Stock issued or outstanding. Warrants The Company has 12,666,666 warrants outstanding as of December 31, 2019. Each warrant is exercisable for one share of common stock at a price of $11.50 per share. The exercise price and number of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Contingent Consideration Pursuant to the Merger Agreement, the former owners of Adapthealth Holdings who received Class B Common Stock in connection with the Business Combination are entitled to receive an equity classified earn-out consideration to be paid in the form of New AdaptHealth Units (and a corresponding number of shares of Class B Common Stock) and the former owners of Adapthealth Holdings who received Class A Common Stock in connection with the Business Combination are entitled to receive earn-out consideration to be paid in the form of Class A Common Stock, if the 30-day volume-weighted average price of the Company’s Class A Common Stock equals or exceeds certain hurdles set forth in the Merger Agreement. The former owners of AdaptHealth Holdings can potentially receive up to an additional 1,000,000 shares in December 2020, 2021 and 2022, for a total of 3,000,000 shares, as a part of the earn-out consideration. As of December 31, 2019, the hurdles have not been met. March 2019 Recapitalization Transactions As discussed in Note 10, Debt . in March 2019, the Company entered into several agreements, amendments and new financing facilities as part of the March 2019 Recapitalization Transactions. In addition to the debt proceeds received as part of these transactions, the Company also received proceeds of $20,000,000 for the purchase of members’ interests pursuant to the Note and Unit Purchase Agreement. The proceeds from the March 2019 Recapitalization Transactions were used to (1) repay existing amounts outstanding under the Company’s credit facility of $151,875,000, (2) pay transaction costs, fees and expenses related to the consummation of the Note and Unit Purchase Agreement, (3) pay a $250,000,000 distribution to AdaptHealth Holdings’ members, and (4) redeem certain members’ interests, including the cumulative preferred dividends, for $3,713,455. Equity‑based Compensation AdaptHealth Holdings granted Incentive Units in June 2019 (the 2019 Incentive Units) and in April 2018 (the 2018 Incentive Units) to certain members of management. The Incentive Units were intended to constitute profits interests and were granted for purposes of enabling such individuals to participate in the long-term growth and financial success of the Company and were issued in exchange for services to be performed. With respect to the 2019 Incentive Units, 50% of the awards vest in equal annual installments on each of the first, second, third and fourth anniversaries of the Vesting Commencement Date as defined in the agreements (which was determined to be May 20, 2019). The remaining 50% had vesting terms based upon the first to occur of a sale of AdaptHealth Holdings and the fourth anniversary of the Vesting Commencement Date, in either case, provided that the equity value of AdaptHealth Holdings at the time of such sale or fourth anniversary equals or exceeded a certain threshold as defined in the agreements, subject to the employee’s continuous employment through each applicable vesting date. In connection with the Business Combination, the vesting conditions for this portion of the 2019 Incentive Units was changed to vest quarterly during the one-year period subsequent to the closing of the Business Combination. The grant date fair value of the 2019 Incentive Units, as calculated under an Option Pricing Method, was $4,511,120, and will be recognized as expense over the employees’ requisite service period. The 2018 Incentive Units vest 50% on the second anniversary of the Vesting Commencement Date as defined in the agreements (which was determined to be May 17, 2018), and 25% on the third and fourth anniversaries of the Vesting Commencement Date, subject to the employee’s continuous employment with the Company through each applicable vesting date. The grant date fair value of the 2018 Incentive Units, as calculated under an Option Pricing Method, was $5,344,500, and will be recognized as expense over the employees’ requisite service period. The assumptions used to determine the grant‑date fair value of the 2019 Incentive Units and 2018 Incentive Units was as follows: 2019 2018 Incentive Units Incentive Units Expected volatility (1) 40.0 % 35.0 % Risk-free interest rate (2) 2.0 % 2.3 % Expected term (3) 1.5 years 1.5 years Discount for lack of marketability (4) 25.0 % 30.0 % (1) The expected volatility is derived from the asset volatilities of comparable public companies. (2) The risk-free interest rate is obtained from Standard and Poor’s Capital IQ, and represents the yield on a treasury note as of the valuation date with the maturity matching the expected term. (3) The expected term is based on management’s estimate. (4) The discount for lack of marketability is based on put option analyses using similar timing inputs. In conjunction with the March 2019 Recapitalization Transactions, all holders of the 2018 Incentive Units received an advance for future distribution. These cash distributions were treated as a modification of the awards for accounting purposes. In conjunction with the Business Combination, the vesting of certain of the 2018 Incentive Units was accelerated. The 2019 Incentive Units and the 2018 Incentive Units were converted into members’ interests prior to the Closing of the Business Combination. In connection with the Business Combination, certain members of management were awarded shares of the Company’s Class A Common Stock for services performed. The fair value of these immediately vested shares was $3,195,563 and was recognized as compensation cost on the grant date during the year ended December 31, 2019. In addition, in November 2019, the Company granted 15 shares of Class A Common Stock to each employee of the Company. The fair value of such shares was $313,979 and was recognized as compensation cost during the year ended December 31, 2019. On November 7, 2019, the stockholders of the Company approved the AdaptHealth Corp. 2019 Stock Incentive Plan (the 2019 Plan), effective upon closing of the Business Combination. In connection with the 2019 Plan, the Company provides equity-based compensation to attract and retain employees while also aligning employees’ interest with the interests of its stockholders. The 2019 Plan permits the grant of various equity-based awards to selected employees and directors. The 2019 Plan permits the grant of up to 8,000,000 shares of Class A Common Stock, subject to certain adjustments and limitations. The following awards were granted in connection with the 2019 Plan during the year ended December 31, 2019: · On November 21, 2019, the Company granted 410,000 shares of restricted stock to certain executive officers. On each of December 31, 2020, 2021 and 2022, one-third of the shares are eligible to vest based on the cumulative annual growth rate of the Company’s stock based on the volume weighted average price during the ten trading days immediately preceding the vesting date (which is considered a market condition), subject to the employee’s continuous employment with the Company at such vesting date. The grant-date fair value of the awards, using a Monte Carlo simulation analysis, was $1,193,100 and will be recognized as expense on a straight-line basis over the employees’ requisite service period. · On November 21, 2019, the Company granted 3,416,666 options to purchase shares of common stock of the Company to certain executive officers that have an exercise price of $11.50 per share. On each of December 31, 2020, 2021 and 2022, one-third of the shares are eligible to vest based on a performance condition relative to the achievement of certain defined financial metrics, subject to the employee's continuous employment through the applicable vesting date. At December 31, 2019 management estimates that 50% of the shares will vest based on the projected achievement of such metrics. The grant-date fair value of the awards, using a Black-Scholes option pricing model, was $7,248,653 and will be recognized as expense on a straight-line basis over the employees’ requisite service period if the awards are considered probable to vest. The assumptions used to determine the grant‑date fair value of stock options granted during the year ended December 31, 2019 were as follows: 2019 Expected volatility 35.9 % Risk-free interest rate 1.7 % Expected term 6.0 years Dividend yield N/A · On November 21, 2019, the Company granted 460,000 shares of restricted stock to certain senior management employees. Such shares will vest 25% on December 31, 2020, 2021, 2022 and 2023, subject to the employee's continuous employment through the applicable vesting date. The grant-date fair value of the awards, based on the market price of the Company’s common stock on the date of grant, was $3,730,600 and will be recognized as expense on a straight-line basis over the employees’ requisite service period. · On December 16, 2019, the Company granted 31,250 shares of restricted stock to its non-employee board members. Such shares will vest immediately prior to the Company’s annual stockholders’ meeting following the grant date, subject to the individual’s continuous service through the applicable vesting date. The grant-date fair value of the awards, based on the market price of the Company’s common stock on the date of grant, was $333,125 and will be recognized as expense on a straight-line basis over the vesting period. The Company recorded equity-based compensation expense of $11,070,075 and $883,373 during the years ended December 31, 2019 and 2018, respectively, which is included in general and administrative expenses in the accompanying consolidated statements of operations. The expense recorded during the year ended December 31, 2019 included $2,694,201 in connection with the acceleration of vesting of the 2018 Incentive Units and $2,200,519 for the modification of the awards relating to the cash distributions discussed above. At December 31, 2019, there was $12,197,387 of unrecognized compensation expense related to equity-based compensation awards, which is expected to be recognized over a weighted-average term of 2.8 years. At December 31, 2019, 3,682,084 shares of the Company’s Class A Common Stock are available for issuance under the 2019 Plan. |
Net Income (Loss) Per Common _2
Net Income (Loss) Per Common Share | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Earnings per share | ||
Net Income (Loss) Per Common Share | (11) Net Income (Loss) Per Common Share The Business Combination was accounted for as a reverse recapitalization by which AdaptHealth Holdings issued stock for the net assets of the Company accompanied by a recapitalization. Earnings per share has been recast for all historical periods to reflect the Company’s capital structure for all comparative periods. The Company excluded the effect of the warrants, unvested restricted stock, stock options and Class B Common Stock from the computation of diluted net income (loss) per share for the three months ended March 31, 2020 because the effect of including them would be anti-dilutive as a result of the Company being in a net loss position for such period. There were no such items outstanding for the three months ended March 31, 2019. | (12) Net Income (Loss) Per Common Share The Business Combination was accounted for as a reverse recapitalization by which AdaptHealth Holdings issued stock for the net assets of the Company accompanied by a recapitalization. Earnings per share has been recast for all historical periods to reflect the Company’s capital structure for all comparative periods. The Company excluded the effect of the warrants, unvested restricted stock and stock options from the computation of diluted net income (loss) per share in the year ended December 31, 2019 as their inclusion would have been anti-dilutive because the Company is in a net loss position for such period. The Company excluded the Class B Common Stock from the computation of diluted net income (loss) per share because the effect of including them would be anti-dilutive as a result of the Company being in a loss position for the year ended December 31, 2019. The following table sets forth the calculation of basic and diluted earnings per share for the periods indicated based on the weighted average number of common shares outstanding for the period subsequent to the transactions that occurred in connection with the Business Combination: Year Ended December 31, 2019 2018 Basic net (loss) income per common share Numerator: Basic net (loss) income attributable to AdaptHealth Corp. $ (14,995,895) $ 23,260,347 Denominator: Basic and diluted weighted average shares outstanding 22,557,213 11,899,898 Basic and diluted net (loss) income per share attributable to Class A shareholders $ (0.66) $ 1.95 |
Capital Lease Obligations
Capital Lease Obligations | 12 Months Ended |
Dec. 31, 2019 | |
Capital Lease Obligations | |
Capital Lease Obligations | (13) Capital Lease Obligations The Company has acquired patient medical equipment and supplies, and office equipment through multiple capital leases. The capital lease obligations represent the present value of minimum lease payments under the respective agreement, payable monthly and bearing interest rates ranging from 0.0% to 10.2%. Interest expense related to capital leases was $161,629 and 287,210 for the years ended December 31, 2019 and 2018, respectively. As of December 31, 2019, future annual minimum payments required under lease obligations are as follows: 2020 $ 19,813,539 2021 255,652 Total 20,069,191 Less amount representing interest (86,198) 19,982,993 Current portion (19,749,854) Long-term portion $ 233,139 At December 31, 2019 and 2018, equipment under capital leases consisted of patient equipment with a cost basis of approximately $39,100,000 and $29,300,000, respectively, and accumulated depreciation of approximately $11,700,000 and $8,800,000, respectively. Depreciation expense for equipment purchased under capital leases is primarily included in cost of net revenue in the accompanying consolidated statements of operations. |
Leases Commitments
Leases Commitments | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Lease Commitments | ||
Lease Commitments | (12) Leases Capital Leases The Company has acquired patient medical equipment and supplies, and office equipment through multiple capital leases. The capital lease obligations represent the present value of minimum lease payments under the respective agreement, payable monthly at various interest rates. Interest expense related to capital leases was $16,305 and $35,083 for the three months ended March 31, 2020 and 2019, respectively. As of March 31, 2020, future annual minimum payments required under lease obligations are as follows: Twelve months ended March 31, 2021 $ 20,442,099 2022 215,164 Total 20,657,263 Less amount representing interest (70,192) 20,587,071 Current portion (20,421,195) Long-term portion $ 165,876 At March 31, 2020 and December 31, 2019, equipment under capital leases consisted of patient equipment with a cost basis of approximately $40,600,000 and $39,100,000, respectively, and accumulated depreciation of approximately $12,200,000 and $11,700,000, respectively. Depreciation expense for equipment purchased under capital leases is primarily included in cost of net revenue in the accompanying consolidated statements of operations. Operating Leases The Company leases its office facilities and office equipment under noncancelable lease agreements which expire at various dates through March 2033. Some of these lease agreements include an option to renew at the end of the term. The Company also leases certain patient medical equipment with such leases set to expire at various dates through November 2021. The Company also leases certain office facilities on a month to month basis. In some instances, the Company is also required to pay its pro rata share of real estate taxes and utility costs in connection with the premises. Some of the leases contain fixed annual increases of minimum rent. Accordingly, the Company recognizes rent expense on a straight-line basis and records the difference between the recognized rent expense and the amount payable under the lease as deferred rent. The deferred rent recorded in accounts payable and accrued expenses on the accompanying consolidated balance sheets at March 31, 2020 and December 31, 2019 was $1,180,874 and $1,124,702, respectively. The Company recorded rent expense of $3,505,955 and $2,351,566 for the three months ended March 31, 2020 and 2019, respectively, which is primarily included in cost of net revenue in the accompanying consolidated statements of operations. The minimum annual lease commitments under noncancelable leases with initial or remaining terms in excess of one year as of March 31, 2020 are as follows: Twelve months ended March 31, 2021 $ 16,547,233 2022 11,746,784 2023 9,823,064 2024 8,316,930 2025 6,390,029 Thereafter 17,668,659 Total minimum payments required (a) $ 70,492,699 (a) Minimum payments have not been reduced by minimum sublease rentals of $2,712,886 due in the future under noncancelable subleases. | (14) Lease Commitments The Company leases its office facilities and office equipment under noncancelable lease agreements which expire at various dates through November 2028. Some of these lease agreements include an option to renew at the end of the term. The Company also leases certain patient medical equipment with such leases set to expire at various dates through November 2021. The Company also leases certain office facilities on a month to month basis. In some instances, the Company is also required to pay its pro rata share of real estate taxes and utility costs in connection with the premises. Some of the leases contain fixed annual increases of minimum rent. Accordingly, the Company recognizes rent expense on a straight-line basis and records the difference between the recognized rent expense and the amount payable under the lease as deferred rent. The deferred rent recorded in accounts payable and accrued expenses on the accompanying consolidated balance sheets at December 31, 2019 and 2018 was $1,124,702 and $741,167, respectively. The Company recorded $10,281,541 and $6,393,522 of rent expense for the years ended December 31, 2019 and 2018, respectively, which is primarily included in cost of net revenue in the accompanying consolidated statements of operations. The minimum annual lease commitments under noncancelable leases with initial or remaining terms in excess of one year as of December 31, 2019 are as follows: 2020 $ 12,291,753 2021 7,811,982 2022 5,632,124 2023 4,492,642 2024 3,082,588 Thereafter 4,036,732 $ 37,347,821 |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Plans | |
Retirement Plans | (15) Retirement Plans At December 31, 2019 and 2018, the Company has a single consolidated retirement plan (the AdaptHealth Plan) which includes its subsidiaries’ 401(k) plans with one exception: the Royal Homestar 401(k) plan is administered by a noncontrolling interest. The AdaptHealth Plan allows employees to contribute up to the annual limitation imposed by the Internal Revenue Code. The Company, at its discretion, may make matching and profit-sharing contributions to the AdaptHealth Plan. The Company recorded no matching or profit-sharing expense related to the AdaptHealth Plan for the years ended December 31, 2019 and 2018. The Company recorded an immaterial amount of matching or profit-sharing expense for the Royal Homestar 401(k) plan during the years ended December 31, 2019 and 2018. |
Self-Insured Plans
Self-Insured Plans | 12 Months Ended |
Dec. 31, 2019 | |
Self Insured Plans | |
Self Insured Plans [Text Block] | (16) Self‑Insured Plans The Company was self-insured for its employees’ medical, auto and workers’ compensation claims during 2019 and 2018. The Company purchased medical stop loss insurance that covers the excess of each specific loss over $175,000 in 2019 and $150,000 in 2018, and aggregate losses that exceed the greater of the calculated aggregate stop loss threshold or the minimum aggregate stop loss threshold. In 2019 and 2018, the Company purchased workers’ compensation stop loss insurance which has occurrence-based limits that vary by state based on statutory rules. The Company is subject to an aggregate annual limit. Self-insurance reserves include estimates of both known claims filed and estimates of claims incurred but not reported (IBNR). The Company uses historical paid claims information to estimate its claims liability. The liability for IBNR was $1,166,014, and $1,304,335 as of December 31, 2019 and 2018, respectively. This liability is included within accounts payable and accrued expenses in the accompanying consolidated balance sheets. |
Commitments and Contingencies_2
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies. | ||
Commitments and Contingencies | (14) Commitments and Contingencies In the normal course of business, the Company is subject to loss contingencies, such as legal proceedings and claims arising out of its business that cover a wide range of matters. In accordance with FASB ASC Topic 450, Accounting for Contingencies , the Company records accruals for such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Significant judgement is required to determine both probability and the estimated amount. The Company reviews at least quarterly and adjusts accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. At this time, the Company has no accrual related to lawsuits, claims, investigations and proceedings. In connection with the Company’s acquisition of PPS HME Holdings LLC (PPS) in May 2018, the Company assumed a Corporate Integrity Agreement (CIA) at one of PPS’ subsidiaries, Braden Partners L.P. d/b/a Pacific Pulmonary Services (BP). The CIA was entered into with the Office of Inspector General of the U.S. Department of Health and Human Services (OIG). The CIA has a five-year term which expires in April 2022. In connection with the acquisition and integration of PPS by AdaptHealth, the OIG confirmed that the requirements of the CIA imposed upon BP would only apply to the operations of BP and therefore no operations of any other AdaptHealth affiliate are subject to the requirements of the CIA following the acquisition. | (17) Commitments and Contingencies In the normal course of business, the Company is subject to loss contingencies, such as legal proceedings and claims arising out of its business that cover a wide range of matters. 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 judgement is required to determine both probability and the estimated amount. The Company reviews at least quarterly and adjusts accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. At this time, the Company has no accrual related to lawsuits, claims, investigations and proceedings. |
Related Party Transactions_2
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Related Party Transactions | ||
Related Party Transactions | (15) Related Party Transactions The Company has an outstanding note payable with a principal balance of $143,500,000 with an investor who also has equity ownership in the Company. The Company and two of its executive officers each owned an equity interest in a vendor of the Company that provides workflow technology services. Each individual’s equity ownership was less than 1%. The expense related to this vendor was $1,456,501 and $779,110 for the three months ended March 31, 2020 and 2019, respectively. The Company accounted for this investment under the cost method of accounting based on its level of equity ownership. In February 2020, the Company and each executive officer sold their respective equity interest. The Company’s investment had a carrying value of $1,455,000 and the Company received proceeds of $2,045,701 in connection with the transaction, resulting in a gain of $590,701 which is included in cost of net revenue in the accompanying consolidated statements of operations for the three months ended March 31, 2020. The Company and two of its executive officers and shareholders own an equity interest in a vendor of the Company that provides automated order intake software. Each individual’s equity ownership is less than 1%. The expense related to this vendor was $544,449 and $450,000 for the three months ended March 31, 2020 and 2019, respectively. The Company accounts for this investment under the cost method of accounting based on its level of equity ownership. | (18) Related Party Transactions As discussed in Note 10, Debt , the Company has an outstanding note payable with an investor with a principal amount of $143,500,000. This investor also has equity ownership in the Company. At December 31, 2017, the Company had an outstanding balance of $1,123,181 payable to certain members of AdaptHealth Holdings. The payable was noninterest bearing and had no specific repayment terms. The Company repaid the amount in full during 2018. In 2014, Ocean Home Health Supply LLC, a subsidiary of the Company, executed an agreement with a related party for software and billing services. The agreement was for one year and automatically renewed from year to year. This agreement was terminated effective December 31, 2018, therefore there was no expense related to the agreement during the year ended December 31, 2019. The expense for the year ended December 31, 2018 related to the agreement was $2,287,909. On December 31, 2014, an executive of AdaptHealth Holdings borrowed $965,550 to acquire membership interests in AdaptHealth Holdings, which was recorded as a reduction to members’ equity at that time. The principal was due in full at maturity on December 31, 2021. Monthly payments were due of interest only at a rate of 1.9% per annum starting in February 2015. As part of the transactions completed in connection with the Business Combination, the loan was forgiven, resulting in an expense of $965,550, which is included in general and administrative expenses in the accompanying statements of operations during the year ended December 31, 2019. In 2014, AdaptHealth Holdings entered into a term loan (the Loan) with a private investment group (the Lender) who also had equity ownership. As of December 31, 2017, $8,642,144 was outstanding under this agreement, which was repaid in full in February 2018 in connection with a debt restructuring completed by AdaptHealth Holdings. In connection with the repayment of the Loan, the Company incurred a prepayment penalty expense of $345,686, which is included in Loss on extinguishment of debt, net, in the accompanying consolidated statements of operations for the year ended December 31, 2018. The Company and two of its executive officers owned an equity interest in a vendor of the Company that provides workflow technology services. Each individual’s equity ownership was less than 1%. The expense related to this vendor was $4,488,080 and $1,905,454 for the years ended December 31, 2019 and 2018, respectively. The Company accounted for this investment under the cost method of accounting based on its level of equity ownership. In February 2020, the Company and its executive officers sold its equity interest. The Company’s investment had a carrying value of $1,455,000 and the Company received proceeds of $2,045,701 in connection with the transaction, resulting in a gain of $590,701 which will be recorded in the first quarter of 2020. The Company and two of its executive officers and shareholders own an equity interest in a vendor of the Company that provides automated order intake software. Each individual’s equity ownership is less than 1%. The expense related to this vendor was $1,964,266 and $1,636,919 for the years ended December 31, 2019 and 2018, respectively. The Company accounts for this investment under the cost method of accounting based on its level of equity ownership. |
Income Taxes_2
Income Taxes | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Income Taxes | ||
Income Taxes | (13) Income Taxes The Company is subject to U.S. federal, state, and local income taxes with respect to its allocable share of any taxable income or loss of AdaptHealth Holdings. AdaptHealth Holdings is treated as a partnership for U.S. income tax purposes and generally does not pay income taxes in most jurisdictions. Instead, AdaptHealth Holdings’ taxable income or loss is passed through to its members, including the Company. Additionally, the Company is subject to U.S. federal, state, and local income taxes on the taxable income or loss of the underlying C-corporations in the AdaptHealth group where taxes are paid at the entity level. For the three months ended March 31, 2020 and 2019, the Company recorded income tax expense of $1,106,722 and $2,418,441 respectively. As of March 31, 2020 and December 31, 2019, the Company had no uncertain tax positions that would require recognition or disclosure in the consolidated interim financial statements. Tax Receivable Agreement AdaptHealth Corp. is party to a Tax Receivable Agreement (TRA) with certain current and former members of AdaptHealth Holdings. The TRA provides for the payment by AdaptHealth Corp. of 85% of the tax savings, if any, that AdaptHealth Corp. realizes (or is deemed to realize in certain circumstances) as a result of (i) certain increases in tax basis resulting from exchanges of New AdaptHealth Units and shares of Class B Common Stock; (ii) certain tax attributes of the corresponding sellers existing prior to an exchange; (iii) imputed interest deemed to be paid by AdapthHealth Corp. as a result of payments it makes under the TRA; and (iv) certain increases in tax basis resulting from payments AdaptHealth Corp. makes under the TRA. During the three months ended March 31, 2020, the Company increased its TRA liability through an aggregate $4.0 million reduction in additional-paid-in capital resulting from additional exchanges of New AdaptHealth Units and shares of Class B Common Stock. Correspondingly, during the three months ended March 31, 2020, the Company increased its deferred tax asset by approximately $6.5 million through an increase in additional-paid-in-capital resulting from these exchanges and additional increases of AdaptHealth Corp.’s ownership interest in AdaptHealth Holdings. At March 31, 2020 and December 31, 2019, the Company had a liability recorded relating to the TRA of approximately $14,800,000 and $10,800,000, respectively, which is included in other long-term liabilities in the accompanying consolidated balance sheets. | (19) Income Taxes Prior to the completion of the Business Combination, AdaptHealth Holdings was a limited liability company and treated as a partnership for federal and state income tax purposes. A partnership is not a tax-paying entity for federal and state income tax purposes, and as such, the results of operations were allocated to the members for inclusion in their income tax returns. In addition, there are regular C-corporations included in the AdaptHealth Holdings group where taxes were paid at the entity level. Following the Business Combination, the income of AdaptHealth Holdings will flow through to the Company and will be taxed at the federal and state levels accordingly. The noncontrolling interest will be allocated to the AdaptHealth Holdings members for inclusion in their income tax returns. The underlying C-corporations included in the AdaptHealth group will still be taxed at the entity level for both federal and state income taxes. The current and deferred income tax expense (benefit) for the years ended December 31, 2019 and 2018 is as follows: 2019 2018 Current: Federal $ (961,588) $ — State 1,222,292 778,190 260,704 778,190 Deferred: Federal 673,664 (1,549,549) State 221,634 (1,326,346) 895,298 (2,875,895) Total income tax (benefit) expense $ 1,156,002 $ (2,097,705) A reconciliation of the effective income tax rate with the applicable statutory federal income tax rate for the years ended December 31, 2019 and 2018 is as follows: 2019 2018 Federal tax at statutory rate 21.0 % 21.0 % Non‑taxable income (46.6) % 0.8 % State income taxes, net of federal benefit (9.6) % (3.2) % Change in valuation allowance 5.3 % (32.3) % Net operating loss write‑offs — 3.6 % Deferred adjustments 18.1 — % Other 1.9 % 0.7 % Effective income tax rate (benefit) (9.9) % (9.4) % Deferred income tax assets and liabilities are comprised of the following at December 31, 2019 and 2018: 2019 2018 Deferred income tax assets: Accounts receivable $ 3,188,976 $ 1,575,902 Goodwill 4,805,554 5,401,652 Investment in partnership 41,745,232 — Inventory 60,677 54,239 Accruals 249,595 615,327 Net operating losses and credits 3,494,969 4,986,913 Charitable contribution 16,942 16,420 Start-up / organizational costs 509,221 — AMT credit 208,056 208,056 Total deferred income tax assets 54,279,222 12,858,509 Valuation allowance (22,502,544) — Net deferred income tax assets $ 31,776,678 $ 12,858,509 Deferred income tax liabilities: Equipment and other fixed assets (4,271,299) (3,779,319) Total deferred income tax liabilities (4,271,299) (3,779,319) Noncurrent net deferred income tax assets $ 27,505,379 $ 9,079,190 Deferred income taxes are determined based on the temporary differences between the financial statement book basis and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. In assessing the realizability of deferred income tax assets, management considers whether it is more likely than not that all, or some portion, of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities and projected future taxable income in making this assessment. Management evaluates the need for valuation allowances on the deferred income tax assets according to the provisions of FASB ASC 740, Income Taxes . In making this determination, management assesses all available evidence, both positive and negative, available at the time balance sheet date. This includes, but is not limited to, recent earnings, internally prepared income projections, and historical financial performance. A history of cumulative losses is a significant piece of negative evidence used in the assessment. At the date of the Business Combination, FASB ASC 740 requires the Company to record deferred taxes on the difference between the book and tax basis of its investment in AdaptHealth Holdings. The tax basis in the Company’s investment in AdaptHealth Holdings exceeded the book basis at the date of the Business Combination, and therefore a deferred tax asset was recorded. The Company evaluated the realization of the deferred tax asset, and based on available evidence, a valuation allowance was recorded as the Company does not expect to realize the entire deferred tax asset. As of December 31, 2019, and 2018, the Company had a valuation allowance recorded against net deferred tax assets of $22,502,544, and $0, respectively. As of December 31, 2019, and 2018, the Company had federal net operating loss carryforwards of $10,277,179 and $14,600,577, respectively. As of December 31, 2019, and 2018, the Company had state net operating losses of $21,864,894 and $32,963,779 respectively. Federal net operating losses generated after December 31, 2017 do not expire and the state rules vary by state. All of the Company’s net operating losses in existence for federal and state purposes were generated in tax years prior to 2018. The net operating losses, if not used, will begin to expire in 2036. The Company will recognize a tax benefit in the financial statements for an uncertain tax position only if management’s assessment is that the position is “more likely than not” (i.e., a likelihood greater than 50 percent) to be allowed by the tax jurisdiction based solely on the technical merits of the position. The term “tax position” refers to a position in a previously filed tax return or a position expected to be taken in a future tax return that is reflected in measuring current or deferred income tax assets and liabilities for financial reporting purposes. As of December 31, 2019 and 2018, the Company had no uncertain tax positions that would require recognition or disclosure in the consolidated financial statements. The Company files income tax returns in the U.S. Federal jurisdiction and various state jurisdictions. Tax years 2015 and forward remain open for examination for Federal and state tax purposes. The Company files income tax returns in the U.S. federal jurisdiction and in various state jurisdictions. The Company generally is no longer subject to U.S. or state examinations by tax authorities for taxable years prior to 2014, based on the U.S. statute of limitations. However, net operating losses utilized from prior years in subsequent years’ tax returns are subject to examination until three years after the filing of subsequent years’ tax returns. Tax Receivable Agreement The owners of AdaptHealth Holdings have the right to exchange their New AdaptHealth Units for shares of Class A Common Stock of the Company. As a result of such exchanges, the Company’s membership interest in AdaptHealth Holdings will increase and its purchase price will be reflected in its share of the tax basis of AdaptHealth Holdings’ tangible and intangible assets. Any resulting increases in tax basis are likely to increase tax depreciation and amortization deductions and, therefore, reduce the amount of income tax the Company would otherwise be required to pay in the future. Any such increase would also decrease gain (or increase loss) on future dispositions of the affected assets. At the closing of the Business Combination, there were exchanges of 3,480,466 New AdaptHealth Units resulting in approximately $33,600,000 of amortizable IRC Section 754 tax basis step-up in the tax-deductible goodwill of AdaptHealth Holdings. Through December 31, 2019, there were an additional 550,000 exchanges of New AdaptHealth Units that increased the amortizable IRC Section 754 tax basis step-up of tax-deductible goodwill by approximately $6,000,000. At the closing of the Business Combination, DFB and AdaptHealth Holdings entered into a Tax Receivable Agreement (TRA) with certain sellers and AdaptHealth Holdings members. The TRA will generally provide for the payment by DFB to the corresponding sellers and AdaptHealth Holdings members of 85% of the net cash savings, if any, in U.S. federal, state and local income tax that DFB actually realizes (or is deemed to realize in certain circumstances) in periods after the closing of the Business Combination as a result of: (i) certain tax attributes of the corresponding sellers existing prior to the Business Combination; (ii) certain increases in tax basis resulting from exchanges of New AdaptHealth Units and shares of Class B Common Stock; (iii) imputed interest deemed to be paid by DFB as a result of payments it makes under the TRA; and (iv) certain increases in tax basis resulting from payments DFB makes under the TRA. Under the TRA, the benefits deemed realized by the Company as a result of the increase in tax basis attributable to the AdaptHealth Holdings members generally will be computed by comparing the actual income tax liability of the Company to the amount of such taxes that the Company would have been required to pay had there been no so increase in tax basis. Estimating the amount of payments that may be made under the TRA depends on a variety of factors. The actual increase in tax basis and deductions, as well as the amount and timing of any payments under the TRA, will vary depending upon several factors, including: · The timing of such exchanges – for instance, the increase in any tax deductions will vary depending on the fair value of the depreciable or amortizable assets of AdaptHealth Holdings at the time of each exchange, which fair value may fluctuate over time; · The price of the Company’s Class A Common Stock at the time of the exchange – the increase in any tax deductions, and the tax basis increase in other assets of AdaptHealth Holdings is directly proportional to the price of the Company’s Class A Common Stock at the time of the exchange; · The amount and timing of the Company’s income – the Company is required to pay 85% of the deemed benefits as and when deemed realized. If AdaptHealth Holdings does not have taxable income, the Company is generally not required (absent a change in control or circumstances requiring an early termination payment) to make payments under the TRA for that taxable year because no benefit will have been realized. However, any tax benefits that do not result in realized benefits in a given tax year likely will generate tax attributes that may be utilized to generate benefits in previous or future tax years. The utilization of such tax attributes will result in payments under the TRA; and · Future tax rates of jurisdictions in which the Company has tax liability. The TRA also provides that upon certain mergers, asset sales, other forms of business combinations or other changes of control, AdaptHealth Holdings’ (or its successor’s) obligations under the TRA would be based on certain assumptions defined in the TRA. As a result of these assumptions, AdaptHealth could be required to make payments under the TRA that are greater or less than the specified percentage of the actual benefits realized by the Company that are subject to the TRA. In addition, if AdaptHealth Holdings elects to terminate the TRA early, it would be required to make an early termination payment, which upfront payment may be made significantly in advance of the anticipated future tax benefits. Payments generally are due under the TRA within a specified period following the filing of AdaptHealth Holdings’ U.S. federal and state income tax returns for the taxable year with respect to which the payment obligation arises. Payments under the TRA generally will be based on the tax reporting positions that AdaptHealth Holdings will determine. Although AdaptHealth Holdings does not expect the Internal Revenue Service (IRS) to challenge the Company’s tax reporting positions, AdaptHealth Holdings will not be reimbursed for any overpayments previously made under the TRA, but instead the overpayments will reduce future payments. As a result, in certain circumstances, payments could be made under the TRA in excess of the benefits that AdaptHealth Holdings realizes in respect of the tax attributes subject to the TRA. The term of the TRA generally will continue until all applicable tax benefits have been utilized or expired, unless the Company exercises its right to terminate the TRA and make an early termination payment. In certain circumstances (such as certain changes in control, the election of the Company to exercise its right to terminate the agreement and make an early termination payment or an IRS challenge to a tax basis increase) it is possible that cash payments under the TRA may exceed actual cash savings. At December 31, 2019, the Company recorded a liability relating to the TRA of approximately $10,800,000, which is included in other long-term liabilities in the accompanying consolidated balance sheets. |
Subsequent Events_2
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Subsequent Events | ||
Subsequent Events | (16) Subsequent Events In response to the COVID-19 pandemic and the National Emergency Declaration, dated March 13, 2020, the Company activated certain business interruption protocols, including acquisition and distribution of personal protective equipment to its patient-facing employees, accelerated capital expenditures of certain products and relocation of significant portions of its workforce to “work-from-home” status. The Company also increased its cash liquidity by, among other things, seeking recoupable advance payments of approximately $47 million made available by CMS under the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act) legislation, which was received in April 2020. In addition, in April 2020, the Company received distributions of the CARES Act provider relief funds of approximately $17 million targeted to offset lost revenue and expenditures incurred in connection with the COVID-19 pandemic. The provider relief funds are subject to certain restrictions and are subject to recoupment if not used for designated purposes. As permitted under the CARES Act, the Company has also elected to defer certain portions of employer-paid FICA taxes otherwise payable from March 27, 2020 to January 1, 2021, which will be paid in two equal installments on December 31, 2021 and December 31, 2022. In April 2020 the Company repaid $20 million of amounts borrowed under the New Revolver upon receipt of the advanced payments from CMS and provider relief funds discussed above. Subsequent to March 31, 2020, holders of New AdaptHealth Units and Class B Common Stock exchanged 1,953,549 New AdaptHealth Units together with a corresponding number of shares of Class B Common Stock for 1,953,549 shares of Class A Common Stock. Subsequent to March 31, 2020, 109,983 warrants were exercised for proceeds of $1,264,804 resulting in the issuance of 109,983 shares of Class A Common Stock. | (20) Subsequent Events Acquisitions On January 2, 2020, the Company purchased 100% of the equity interests of NRE Holding Corporation (NRE), a subsidiary of McKesson Corporation (McKesson). In connection with the transaction, AdaptHealth Corp. acquired the Patient Care Solutions business (PCS) from McKesson. PCS provides wound care supplies, ostomy supplies, urological supplies, incontinence supplies, diabetic care supplies, and breast pumps directly to patients across the United States. The total cash paid at closing was approximately $15,000,000. In addition, the Company may be required to make an additional payment of $1,500,000 to McKesson after the closing of the transaction pursuant to the terms and conditions of a Transition Services Agreement executed in connection with the transaction. On March 2, 2020, the Company purchased certain assets relating to the durable medical equipment business of Advanced Home Care, Inc. (Advanced). Advanced is a durable medical equipment company headquartered in North Carolina. The total consideration was $67,516,604, inclusive of an initial cash payment of $52,526,604, an escrow payment of $5,990,000, and a potential deferred payment up to $9,000,000 to be paid within six months subsequent to closing based on certain required conditions after closing. The initial cash payment was partially funded by proceeds of $50,000,000 borrowed under the Delayed Draw Loan. On February 28, 2020, the Company purchased 100% of the membership interests of Healthline Medical Equipment, LLC, (Healthline). Healthline is headquartered in Texas and provides durable medical equipment and supplies to its customers. The total consideration was $38,433,188, inclusive of an initial cash payment of $29,433,188, an escrow payment of $3,000,000, and shares of Class A Common Stock with a value of $6,000,000, with such number of shares based on the volume-weighted average price of the Company’s Class A Common Stock for the 20 consecutive trading days prior to closing. As of the date the consolidated financial statements were available to be issued, the Company was in the process of determining the allocation of the purchase price to the fair value of the net assets acquired for these acquisitions. Other Subsequent to December 31, 2019, holders of New AdaptHealth Units and Class B Common Stock exchanged 500,000 New AdaptHealth Units together with a corresponding number of shares of Class B Common Stock for 500,000 shares of Class A Common Stock, which were then sold to unrelated third parties in a private transaction. Subsequent to December 31, 2019, 3,050,746 warrants were exercised in cashless transactions resulting in the issuance of 857,990 shares of the Company’s Class A Common Stock. |
Summary of Significant Account
Summary of Significant Account Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies | ||
Basis of Presentation | (a) Basis of Presentation The consolidated interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). In the opinion of management, the consolidated interim financial statements include all necessary adjustments for a fair presentation of the financial position and results of operations for the periods presented. The Business Combination was accounted for as a reverse recapitalization, with DFB treated as the acquired company and AdaptHealth Holdings as the acquirer, for financial reporting purposes. Therefore, the equity structure has been restated to that of the Company. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the Securities Act), as modified by the Jumpstart our Business Startups Act of 2012, (the JOBS Act), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and other exemptions. | (a) Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). In the opinion of management, the consolidated financial statements include all necessary adjustments for a fair presentation of the financial position and results of operations for the periods presented. As discussed in Note 1, Nature of Business , the Business Combination was accounted for as a reverse recapitalization, with DFB treated as the acquired company and AdaptHealth Holdings as the acquirer, for financial reporting purposes. Therefore, the equity structure has been restated to that of the Company. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the Securities Act), as modified by the Jumpstart our Business Startups Act of 2012, (the JOBS Act), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, will adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Basis of Consolidation | (b) Basis of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. | (b) Basis of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Concentration of Credit Risk | (c) Concentration of Credit Risk Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and trade accounts receivable. The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents. | |
Accounting Estimates | (d) Accounting Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and reported amounts of revenues and expenses during the reporting period. Management bases these estimates and assumptions upon historical experience, existing and known circumstances, authoritative accounting pronouncements and other factors that management believes to be reasonable. Significant areas requiring the use of management estimates relate to revenue recognition and the valuation of accounts receivable (implicit price concession), income taxes, contingent consideration, equity-based compensation, interest rate swaps, and long-lived assets, including goodwill. Actual results could differ from those estimates. | (c) Accounting Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and reported amounts of revenues and expenses during the reporting period. Management bases these estimates and assumptions upon historical experience, existing and known circumstances, authoritative accounting pronouncements and other factors that management believes to be reasonable. Significant areas requiring the use of management estimates relate to revenue recognition and the valuation of accounts receivable (implicit price concession), income taxes, contingent consideration, equity-based compensation, interest rate swaps, and long-lived assets, including goodwill. Actual results could differ from those estimates. |
Business segment | (e) Business Segment The Company’s chief operating decision-makers are its Chief Executive Officer and President, who make resource allocation decisions and assess performance based on financial information presented on an aggregate basis. There are no segment managers who are held accountable by the chief operating decision-makers, or anyone else, for any planning, strategy and key decision-making regarding operations. The corporate office is responsible for contract negotiation with vendors and payors, corporate compliance with healthcare laws and regulations, and revenue cycle management. Accordingly, the Company has a single reportable segment and operating segment structure. | (u) Business Segment The Company’s chief operating decision-makers are its Chief Executive Officer and President, who make resource allocation decisions and assesses performance based on financial information presented on an aggregate basis. There are no segment managers who are held accountable by the chief operating decision-maker, or anyone else, for any planning, strategy and key decision-making regarding operations. The corporate office is responsible for contract negotiation with vendors and payors and corporate compliance with healthcare laws and regulations. Accordingly, the Company has a single reportable segment and operating segment structure. |
Equipment and Other Fixed Assets | (j) Equipment and Other Fixed Assets Equipment and other fixed assets are stated at cost less accumulated depreciation or, when acquired as part of a business combination, fair value at date of acquisition. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. The useful lives for patient medical equipment correlate with the medical reimbursement periods. Computer equipment, vehicles and other assets are depreciated over the estimated useful lives of the assets. Major expenditures for property acquisitions and those expenditures that substantially increase useful lives are capitalized. Expenditures for maintenance, repairs and minor replacements are expensed as incurred. The useful lives of property and equipment for purposes of computing depreciation are: Patient medical equipment 13 months ‑ 5 years Vehicles 5 years Other 2 ‑ 7 years | |
Impairment of Long Lived Assets | (k) Impairment of Long‑Lived Assets The Company’s long‑lived assets, such as equipment and other fixed assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. The Company did not incur any impairment charges on equipment and other fixed assets for the years ended December 31, 2019 and 2018. In addition to consideration of impairment upon the events or changes in circumstances described above, management regularly evaluates the remaining lives of its long‑lived assets. | |
Valuation of Goodwill | (l) Valuation of Goodwill The Company has a significant amount of goodwill on its balance sheet that resulted from the business acquisitions the Company has made in recent years. Goodwill is not amortized and is tested for impairment annually and upon the occurrence of a triggering event or change in circumstances indicating a possible impairment. Such changes in circumstance can include, among others, changes in the legal environment, reimbursement environment, operating performance, and/or future prospects. The Company performs its annual impairment review of goodwill during the fourth quarter of each year. The impairment testing can be performed on either a quantitative or qualitative basis. During 2019 and 2018, the Company utilized a qualitative analysis for its annual impairment test and determined that there were no triggering events that would indicate that it is “more likely than not” that the carrying value of the Company’s reporting unit is higher than the respective fair value. As a result, the Company did not record any goodwill impairment charges. | |
Business Combinations | (m) 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, for up to one year after the acquisition closing date if it obtains more information regarding asset valuations and liabilities assumed that existed but were not available at the acquisition date. Acquisition related expenses are recognized separately from the business combination and are expensed as incurred. | |
Equity based Compensation | (r) Equity‑based Compensation The Company accounts for its equity‑based compensation in accordance with FASB ASC Topic 718, Compensation‑Stock Compensation , which establishes accounting for share‑based awards exchanged for employee services and requires companies to expense the estimated fair value of these awards over the requisite employee service period. Equity‑based compensation expense related to these grants is included within general and administrative expenses in the accompanying consolidated statements of operations. The Company measures and recognizes equity‑based compensation expense for such awards granted to employees based on their estimated fair values on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service period in the Company’s consolidated financial statements. Equity‑based compensation expense is recognized on a straight‑line basis over the requisite service period. See Note 11, Stockholders’ Equity , for additional information | |
Concentration of customers | w) Concentration of Customers The Company provides and distributes medical equipment and health care services, including home oxygen, respiratory medications and sleep therapy equipment and services, to both commercial organizations and directly to end users. This results in a customer concentration relating to Medicare’s service reimbursement programs. During the years ended December 31, 2019 and 2018, the Company derived approximately 32% and 37% of its net revenue from government healthcare programs, including Medicare and Medicaid, respectively. Concentration of credit risk with respect to other payors is limited due to the large number of such payors and varied geographical locations. | |
Recent Accounting Pronouncements | (f) Recently Issued Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842) (ASU 2016-02), which amended authoritative guidance on accounting for leases. The new provisions require that a lessee of operating leases recognize a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term. The Company is required to adopt the new standard for the annual reporting period beginning January 1, 2021, and interim reporting periods beginning January 1, 2022. The adoption of this standard is expected to have a material impact on the Company’s financial position. The Company is still evaluating the impact on its results of operations and does not expect the adoption of this standard to have an impact on liquidity. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (ASC Topic 350): Simplifying the Test for Goodwill Impairment , which will eliminate the requirement to calculate the implied fair value of goodwill, commonly referred to as “Step 2” in the current goodwill impairment test. An entity will still have the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The Company adopted this standard on January 1, 2020, which did not have a material impact on the Company’s consolidated financial statements. | (bb) Recently Adopted Accounting Pronouncements In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09) (Accounting Standards Codification (ASC) Topic 606) , which supersedes all existing revenue recognition requirements, including guidance specific to the healthcare industry. The new standard requires a company to recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services, and requires enhanced disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. This guidance allows for adoption using a full retrospective method, or a modified retrospective method. Subsequent to the issuance of ASU 2014-09, the FASB also issued several updates related to ASU 2014-09 including deferring its adoption date. The Company adopted ASC 606 effective January 1, 2019 using the modified retrospective transition method. The new standard impacted amounts presented in certain captions on the Company’s consolidated statements of operations, as upon adoption, the majority of amounts previously classified as provision for doubtful accounts are reflected as implicit price concessions, and therefore a direct reduction to revenue, net of contractual allowances and discounts. Other than as described above, the standard did not have a material impact on the Company’s consolidated financial position, results of operations and cash flows. However, expanded disclosures were required. There was no cumulative effect on the opening balance of accumulated deficit as a result of adopting the standard as of January 1, 2019. Results for reporting periods beginning after January 1, 2019 are presented under ASC 606, while comparative information has not been revised and continues to be reported under the accounting standards in effect for those periods. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (ASC 805): Clarifying the Definition of a Business (ASU 2017-01) , which provides guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The adoption of ASU 2017-01 was effective for the Company on January 1, 2018. The adoption of ASU 2017-01 did not have a material impact on the Company’s consolidated financial condition and results of operations. ( cc ) Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (ASU 2016-02), which amended authoritative guidance on accounting for leases. The new provisions require that a lessee of operating leases recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. The lease liability will be equal to the present value of lease payments, with the right-of-use asset equal to the lease liability. The classification criteria for distinguishing between finance (or capital) leases and operating leases are substantially similar to the previous lease guidance, but with no explicit bright lines. As such, operating leases will result in straight-line rent expense similar to current practice. For short term leases (term of 12 months or less), a lessee is permitted to make an accounting election not to recognize lease assets and lease liabilities, which would generally result in lease expense being recognized on a straight-line basis over the lease term. The new guidance was required for the Company for the annual reporting period beginning January 1, 2020, and interim reporting periods beginning January 1, 2021. However, in November 2019, the FASB issued ASU No. 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates , which extended the adoption date of the new standard for the Company. The Company is now required to adopt the new standard for the annual reporting period beginning January 1, 2021, and interim reporting periods beginning January 1, 2022. The standard requires a transition adoption election using either 1) a modified retrospective approach with periods prior to the adoption date being recast or 2) a prospective adoption approach with a cumulative-effect adjustment recognized to the opening balance of retained earnings on the adoption date with prior periods not recast. The Company anticipates adopting this standard using the prospective adoption approach and electing the practical expedients allowed under the standard. The adoption of this standard is expected to have a material impact on the Company’s financial position. The Company is still evaluating the impact on its results of operations and does not expect the adoption of this standard to have an impact on liquidity. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (ASC Topic 350): Simplifying the Test for Goodwill Impairment , which will eliminate the requirement to calculate the implied fair value of goodwill, commonly referred to as “Step 2” in the current goodwill impairment test. An entity will still have the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. This guidance will be effective for annual and interim impairment tests performed in annual reporting periods beginning after December 15, 2020, and early adoption is permitted for annual or interim impairment tests performed after January 1, 2017. The Company is still evaluating the impact that this standard will have on the Company’s results of operations. |
Revenue Recognition | (d) Revenue Recognition The Company generates revenues for services and related products that the Company provides to patients for home medical equipment, related supplies, and other items. The Company’s revenues are recognized in the period in which services and related products are provided to customers and are recorded either at a point in time for the sale of supplies and disposables, or over the fixed monthly service period for equipment. Revenues are recognized when control of the promised good or service is transferred to customers, in an amount that reflects the consideration to which the Company expects to receive from patients or under reimbursement arrangements with Medicare, Medicaid and third-party payors, in exchange for those goods and services. The Company determines the transaction price based on contractually agreed-upon amounts or rates, adjusted for estimates of variable consideration, such as implicit price concessions. The Company utilizes the expected value method to determine the amount of variable consideration that should be included to arrive at the transaction price, using contractual agreements and historical reimbursement experience within each payor type. The Company applies constraint to the transaction price, such that net revenue is recorded only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in the future. If actual amounts of consideration ultimately received differ from the Company’s estimates, the Company adjusts these estimates, which would affect net revenue in the period such adjustments become known. Sales revenue is recognized upon transfer of control of products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. Revenues for the sale of durable medical equipment and related supplies, including oxygen equipment, ventilators, wheelchairs, hospital beds and infusion pumps, are recognized at the time of delivery. The Company provides certain equipment to patients which is reimbursed periodically in fixed monthly payments for as long as the patient is using the equipment and medical necessity continues (in certain cases, the fixed monthly payments are capped at a certain amount). The equipment provided to the patient is based upon medical necessity as documented by prescriptions and other documentation received from the patient’s physician. The patient generally does not negotiate or have input with respect to the manufacturer or model of the equipment prescribed by their physician and delivered by the Company. Once initial delivery of this equipment is made to the patient for initial setup, a monthly billing process is established based on the initial setup service date. The Company recognizes the fixed monthly revenue ratably over the service period as earned, less estimated adjustments, and defers revenue for the portion of the monthly bill that is unearned. No separate revenue is earned from the initial setup process. Included in fixed monthly revenue are unbilled amounts for which the revenue recognition criteria had been met as of period-end but were not yet billed to the payor. The estimate of net unbilled fixed monthly revenue recognized is based on historical trends and estimates of future collectability. The Company’s billing system contains payor-specific price tables that reflect the fee schedule amounts in effect or contractually agreed upon by various government and commercial payors for each item of equipment or supply provided to a customer. Revenues are recorded based on the applicable fee schedule. The Company has established a contractual allowance to account for adjustments that result from differences between the payment amount received and the expected realizable amount. If the payment amount received differs from the net realizable amount, an adjustment is recorded to revenues in the period that these payment differences are determined. The Company reports revenues in its consolidated financial statements net of such adjustments. The Company’s business is somewhat sensitive to seasonal fluctuations. Its patients are generally responsible for a greater percentage of the cost of their treatment or therapy during the early months of the year due to co-insurance, co-payments and deductibles, and therefore may defer treatment and services of certain therapies until meeting their annual deductibles. In addition, changes to employer insurance coverage often go into effect at the beginning of each calendar year which may impact eligibility requirements and delay or defer treatment. These factors may lead to lower net revenue and cash flow in the early part of the year versus the latter half of the year. Additionally, the increased incidence of respiratory infections during the winter season may result in initiation of additional respiratory services such as oxygen therapy for certain patient populations. The Company’s net revenue and quarterly operating results may fluctuate significantly in the future depending on these and other factors. Adoption of ASC 606 The Company adopted the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (ASC 606), effective January 1, 2019, using the modified retrospective transition method. There was no cumulative effect on the opening balance of accumulated deficit as a result of adopting the standard as of January 1, 2019. Results for reporting periods beginning after January 1, 2019 are presented under ASC 606, while comparative information has not been revised and continues to be reported under the accounting standards in effect for those periods. The Company’s adoption of ASC 606 primarily impacts the presentation of revenues due to the inclusion of variable consideration in the form of implicit price concessions contained in certain of its contracts with customers. Under ASC 606, amounts estimated to be uncollectible are generally considered implicit price concessions that are a direct reduction to net revenue. Prior to adoption of ASC 606, such amounts were classified as provision for doubtful accounts. For the year ended December 31, 2019, the Company recorded $27,515,952 of implicit price concessions as a direct reduction of net revenue that would have been recorded as provision for doubtful accounts prior to the adoption of ASC 606. The adoption of ASC 606 is not expected to have a material impact on net income or loss on an ongoing basis. Under ASC 606, the Company recognizes revenue in the consolidated statements of operations and contract assets on the consolidated balance sheets only when services have been provided. Since the Company has performed its obligation under the contract, it has unconditional rights to the consideration recorded as contract assets and therefore classifies those billed and unbilled contract assets as accounts receivable. Under ASC 606, fixed monthly payments that the Company receives from customers in advance of providing services represent contract liabilities. Such payments primarily relate to patients who are billed monthly in advance and are recognized over the period as earned. Disaggregation of net revenue The Company disaggregates net revenue from contracts with customers by payor type and by core service lines. The Company believes that disaggregation of net revenue into these categories achieves the disclosure objectives to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The payment terms and conditions within the Company’s revenue-generating contracts vary by payor type and payor source. The composition of net revenue by payor type for the years ended December 31, 2019 and 2018 are as follows: Year Ended December 31, 2019 2018 Government $ 168,686,247 $ 128,278,922 Insurance 300,360,975 178,726,197 Patient pay 60,597,025 38,273,218 Net revenue $ 529,644,247 $ 345,278,337 | |
Accounts Receivable | Year Ended December 31, 2019 2018 Government $ 168,686,247 $ 128,278,922 Insurance 300,360,975 178,726,197 Patient pay 60,597,025 38,273,218 Net revenue $ 529,644,247 $ 345,278,337 The composition of net revenue by core service lines for the years ended December 31, 2019 and 2018 are as follows: Year Ended December 31, 2019 2018 Net sales revenue - Point in time Sleep $ 224,542,433 $ 123,585,029 Respiratory 5,779,842 4,910,755 HME 45,948,275 36,724,311 Other 40,180,387 24,651,320 Total Net sales revenue $ 316,450,937 $ 189,871,415 Net revenue from fixed monthly equipment reimbursements Sleep $ 80,846,378 $ 52,703,572 Respiratory 81,417,997 66,341,108 HME 43,212,228 35,941,985 Other 7,716,707 420,257 Total Net revenue from fixed monthly equipment reimbursements $ 213,193,310 $ 155,406,922 Total net revenue Sleep $ 305,388,811 $ 176,288,601 Respiratory 87,197,839 71,251,863 HME 89,160,503 72,666,296 Other 47,897,094 25,071,577 Total net revenue $ 529,644,247 $ 345,278,337 (e) Accounts Receivable Due to the continuing changes in the healthcare industry and third-party reimbursement environment, certain estimates are required to record accounts receivable at their net realizable values. Inherent in these estimates is the risk that they will have to be revised or updated as additional information becomes available. The complexity of third-party billing arrangements and laws and regulations governing Medicare and Medicaid may result in adjustments to amounts originally recorded. The Company performs a periodic analysis to review the valuation of accounts receivable and collectability of outstanding balances. Management’s evaluation takes into consideration such factors as historical bad debt experience, business and economic conditions, trends in healthcare coverage, other collection indicators and information about specific receivables. The Company’s evaluation also considers the age and composition of the outstanding amounts in determining their estimated net realizable value. Receivables are considered past due when not collected by established due dates. Specific patient balances are written off after collection efforts have been followed and the account has been determined to be uncollectible. Revisions in reserve estimates are recorded as an adjustment to net revenue in the period of revision. The Company’s allowance for uncollectible accounts was $21,840,787 as of December 31, 2018. 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. In the event that a third-party payor does not accept the claim, the customer is ultimately responsible for payment for the products or services. The Company recorded unbilled revenue of $8,611,272 and $4,002,067 as of December 31, 2019 and 2018, respectively. Under ASC 606, the Company recognizes revenue in the consolidated statements of operations and contract assets on the consolidated balance sheets only when services have been provided. Since the Company has performed its obligation under the contract, it has unconditional rights to the consideration recorded as contract assets and therefore classifies those billed and unbilled contract assets as accounts receivable. | |
Fair Value of Financial Instruments | (f) Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, prepaid and other current assets, accounts payable and accrued expenses. The carrying values of the Company’s financial instruments approximate their fair value based on their short‑term nature. The borrowings under the Company’s long‑term debt arrangements, which were amended in November 2019 in connection with the Business Combination, bear interest at the variable rates described in Note 10, Debt , and therefore management believes approximates fair value. | |
Fair Value Accounting | (g) Fair Value Accounting FASB ASC Topic 820, Fair Value Measurements and Disclosures (ASC 820), creates a single definition of fair value, establishes a framework for measuring fair value in U.S. GAAP and expands disclosures about fair value measurements. ASC 820 emphasizes that fair value is a market-based measurement, not an entity specific measurement, and states that a fair value measurement is to estimate the price at which an orderly transaction to sell an asset or to transfer the liability would take place between market participants at the measurement date under current market conditions. Assets and liabilities adjusted to fair value in the balance sheet are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Level inputs, as defined by ASC 820, are as follows: Level input Input definition Level 1 Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date. Level 2 Inputs, other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with market data at the measurement date. Level 3 Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Refer to Note 6, Fair Value of Assets and Liabilities , for additional information. | |
Cash and Cash Equivalents | (h) Cash and Cash Equivalents The Company considers all short-term highly liquid investments with a maturity of three months or less to be cash equivalents. Cash represents cash on hand and deposits held at banks. The Company maintains cash in demand deposit accounts with federally insured banks. At times, the balances in these accounts may be in excess of federally insured limits. Cash and cash equivalents consist of the following: December 31, 2019 2018 Cash $ 22,863,543 $ 9,058,782 Money market accounts 54,014,591 16,126,899 Total $ 76,878,134 $ 25,185,681 | |
Inventory | (i) Inventory Inventory consists of equipment and medical supplies and is stated at the lower of cost or market value. Cost is determined by the first-in-first-out method. These finished goods are charged to cost of net revenue in the period in which products and related services are provided to customers. | |
Deferred Financing Costs | (n) Deferred Financing Costs Costs incurred in connection with the Company’s borrowings, referred to as deferred financing costs, are capitalized and included on the accompanying consolidated balance sheets in other assets for costs associated with revolving credit facilities, and as a debt reduction for costs associated with term loans. Deferred financing costs are amortized to interest expense using the effective interest method over the term of the related financing agreement. Refer to Note 8, Deferred Financing Costs , for additional information. | |
Deferred Rent | (o) Deferred Rent The Company’s operating leases for its office and warehouse leases include scheduled rent increases. The Company has accounted for the leases to provide straight‑line charges to operations over the life of the leases. Deferred rent is recorded and amortized to the extent the total minimum rental payments allocated to the current period and expensed on a straight‑line basis exceed or are less than the cash payments required. Deferred rent is included in accounts payable and accrued expenses and other long-term liabilities on the accompanying consolidated balance sheets based on when the payments will be made. See Note 14, Lease Commitments , for additional information. | |
Commitments and Contingencies | (p) 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 judgement is required to determine both probability and the estimated amount. The Company reviews at least quarterly and adjusts accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. At this time, the Company has no accrual related to lawsuits, claims, investigations and proceedings. In connection with the Company’s acquisition of PPS HME Holdings LLC (PPS), 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. | |
Advertising Costs | (q) Advertising Costs Advertising costs are charged to expense as incurred. The Company’s advertising costs for the years ended December 31, 2019 and 2018 were $2,144,730 and $1,788,220, respectively, and are primarily included in cost of net revenue in the accompanying consolidated statements of operations. | |
Cost of net revenue | (s) Cost of Net Revenue Cost of net revenue includes the cost of products and supplies sold to patients, patient equipment depreciation and other operating expenses. At December 31, 2019, the Company operated through its network of 173 locations in 35 states, from which customers are provided equipment, supplies and services. The Company also includes in cost of net revenue the salaries, labor and benefits costs incurred at the Company’s operating facilities for service personnel, offshore labor expenses, occupancy costs (rent, utilities, property taxes, etc.), and other expenses (software expenses, billing fees, IT related costs, general business supplies, etc.) incurred to operate the businesses. Cost of net revenue for the years ended December 31, 2019 and 2018 consisted of the following: Year ended December 31, 2019 2018 Cost of products, supplies and patient equipment depreciation $ 215,927,438 $ 140,034,522 Salaries, labor and benefits 154,030,773 107,484,610 Occupancy 13,407,384 8,869,386 Other operating costs 57,020,792 36,996,117 Total $ 440,386,387 $ 293,384,635 | |
General and administrative expenses | (t) General and Administrative Expenses General and administrative expenses (G&A) primarily include expenses related to corporate salaries and benefits, legal, equity-based compensation, transaction costs and other business support functions. Included in G&A during the years ended December 31, 2019 and 2018 are salaries, labor and benefits expenses (including equity-based compensation) of $31,651,728 and $10,653,547, respectively. | |
Self-Insurance Risk | (x) Self-Insurance Risk The Company is subject to workers’ compensation, auto liability and employee medical claims, which are primarily self-insured; however, the Company maintains certain stop-loss and other insurance coverage which it believes to be appropriate. Provisions for estimated settlements relating to the workers’ compensation and medical plans are provided in the period of the related claim on a case-by-case basis plus an amount for incurred but not reported claims. Differences between the amounts accrued and subsequent settlements are recorded in operations in the period of settlement. | |
Derivative Instruments | (y) Derivative Instruments The Company recognizes all derivative instruments as either assets or liabilities in the accompanying consolidated balance sheets at fair value. Derivative instruments consist of interest rate swap agreements. The interest rate swap agreements are used to manage interest rate risk associated with the Company’s variable rate debt. The Company utilizes the interest rate swap agreements to modify the Company’s exposure to interest rate risk by converting a portion of its variable rate borrowings to a fixed rate. See Note 7, Derivative Instruments and Hedging Activities , for additional information. | |
Income Taxes | (z) Income Taxes Prior to the completion of the Business Combination, the Company was a limited liability company and was treated as a partnership for federal and state income tax purposes. As such, income and loss from operations of the Company were allocated to the members for inclusion in their tax returns. In addition, there were regular C-corporations included in the Company’s structure where taxes were paid at the entity level. The C-corporations used the asset and liability method of accounting for income taxes as described below. Following the Business Combination, the Company uses the asset and liability method of accounting for income taxes, under which deferred tax assets and liabilities are recognized for the future tax consequences of (i) temporary differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities and (ii) operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are based on enacted tax rates applicable to the future period when those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period the rate change is enacted. A valuation allowance is provided for deferred tax assets when it is more likely than not the deferred tax assets will not be realized. The Company’s deferred tax calculations and valuation allowance requires management to make certain estimates about future operations. Changes in state or federal tax laws, as well as changes in the Company’s financial condition or the carrying value of existing assets and liabilities, could affect those estimates. The effect of a change in tax rates is recognized as income or expense in the period that the rate is enacted. FASB ASC 740, Income Taxes , prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2019 and 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | |
Net Income (Loss) per Share | (aa) Net Income (Loss) Per Share Net income (loss) per share is based upon the weighted average number of common shares outstanding during the respective periods. The Company follows the provisions of the authoritative guidance for determining whether instruments granted in equity-based compensation transactions are participating securities for purposes of calculating net income (loss) per common share. See Note 12, Net Income (Loss) Per Share . |
Nature of Business - (Tables)
Nature of Business - (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
General Information | |
Schedule of shares issued and outstanding following the business combination | Class A Common Stock Class B Common Stock Total shares outstanding prior to the Business Combination 31,250,000 — Less: redemption of public shares (20,840,035) — Add: shares issued in private placement 12,500,000 — Add: shares issued in connection with the Business Combination 17,386,201 32,113,799 Total shares outstanding at the closing date of the Business Combination 40,296,166 32,113,799 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies | ||
Schedule of composition of net revenues by payor type | Three Months Ended March 31, 2020 2019 Insurance $ 114,450,697 $ 67,717,162 Government 51,244,994 38,100,765 Patient pay 25,743,343 13,680,347 Net revenue $ 191,439,034 $ 119,498,274 Three Months Ended March 31, 2020 2019 Net sales revenue: Sleep $ 68,893,964 $ 47,127,169 Supplies to the home 33,338,901 2,028,936 HME 11,579,127 10,489,009 Respiratory 2,768,427 1,279,075 Other 12,393,306 8,031,775 Total net sales revenue $ 128,973,725 $ 68,955,964 Net revenue from fixed monthly equipment reimbursements: Sleep $ 22,668,559 $ 18,056,858 HME 12,177,277 10,242,636 Respiratory 25,006,951 20,429,189 Other 2,612,522 1,813,627 Total net revenue from fixed monthly equipment reimbursements $ 62,465,309 $ 50,542,310 Total net revenue: Sleep $ 91,562,523 $ 65,184,027 Supplies to the home 33,338,901 2,028,936 HME 23,756,404 20,731,645 Respiratory 27,775,378 21,708,264 Other 15,005,828 9,845,402 Total net revenue $ 191,439,034 $ 119,498,274 Three Months Ended March 31, 2020 2019 Insurance $ 114,450,697 $ 67,717,162 Government 51,244,994 38,100,765 Patient pay 25,743,343 13,680,347 Net revenue $ 191,439,034 $ 119,498,274 Three Months Ended March 31, 2020 2019 Net sales revenue: Sleep $ 68,893,964 $ 47,127,169 Supplies to the home 33,338,901 2,028,936 HME 11,579,127 10,489,009 Respiratory 2,768,427 1,279,075 Other 12,393,306 8,031,775 Total net sales revenue $ 128,973,725 $ 68,955,964 Net revenue from fixed monthly equipment reimbursements: Sleep $ 22,668,559 $ 18,056,858 HME 12,177,277 10,242,636 Respiratory 25,006,951 20,429,189 Other 2,612,522 1,813,627 Total net revenue from fixed monthly equipment reimbursements $ 62,465,309 $ 50,542,310 Total net revenue: Sleep $ 91,562,523 $ 65,184,027 Supplies to the home 33,338,901 2,028,936 HME 23,756,404 20,731,645 Respiratory 27,775,378 21,708,264 Other 15,005,828 9,845,402 Total net revenue $ 191,439,034 $ 119,498,274 Year Ended December 31, 2019 2018 Government $ 168,686,247 $ 128,278,922 Insurance 300,360,975 178,726,197 Patient pay 60,597,025 38,273,218 Net revenue $ 529,644,247 $ 345,278,337 Year Ended December 31, 2019 2018 Net sales revenue - Point in time Sleep $ 224,542,433 $ 123,585,029 Respiratory 5,779,842 4,910,755 HME 45,948,275 36,724,311 Other 40,180,387 24,651,320 Total Net sales revenue $ 316,450,937 $ 189,871,415 Net revenue from fixed monthly equipment reimbursements Sleep $ 80,846,378 $ 52,703,572 Respiratory 81,417,997 66,341,108 HME 43,212,228 35,941,985 Other 7,716,707 420,257 Total Net revenue from fixed monthly equipment reimbursements $ 213,193,310 $ 155,406,922 Total net revenue Sleep $ 305,388,811 $ 176,288,601 Respiratory 87,197,839 71,251,863 HME 89,160,503 72,666,296 Other 47,897,094 25,071,577 Total net revenue $ 529,644,247 $ 345,278,337 Year Ended December 31, 2019 2018 Net sales revenue - Point in time Sleep $ 224,542,433 $ 123,585,029 Respiratory 5,779,842 4,910,755 HME 45,948,275 36,724,311 Other 40,180,387 24,651,320 Total Net sales revenue $ 316,450,937 $ 189,871,415 Net revenue from fixed monthly equipment reimbursements Sleep $ 80,846,378 $ 52,703,572 Respiratory 81,417,997 66,341,108 HME 43,212,228 35,941,985 Other 7,716,707 420,257 Total Net revenue from fixed monthly equipment reimbursements $ 213,193,310 $ 155,406,922 Total net revenue Sleep $ 305,388,811 $ 176,288,601 Respiratory 87,197,839 71,251,863 HME 89,160,503 72,666,296 Other 47,897,094 25,071,577 Total net revenue $ 529,644,247 $ 345,278,337 | Three Months Ended March 31, 2020 2019 Insurance $ 114,450,697 $ 67,717,162 Government 51,244,994 38,100,765 Patient pay 25,743,343 13,680,347 Net revenue $ 191,439,034 $ 119,498,274 Three Months Ended March 31, 2020 2019 Net sales revenue: Sleep $ 68,893,964 $ 47,127,169 Supplies to the home 33,338,901 2,028,936 HME 11,579,127 10,489,009 Respiratory 2,768,427 1,279,075 Other 12,393,306 8,031,775 Total net sales revenue $ 128,973,725 $ 68,955,964 Net revenue from fixed monthly equipment reimbursements: Sleep $ 22,668,559 $ 18,056,858 HME 12,177,277 10,242,636 Respiratory 25,006,951 20,429,189 Other 2,612,522 1,813,627 Total net revenue from fixed monthly equipment reimbursements $ 62,465,309 $ 50,542,310 Total net revenue: Sleep $ 91,562,523 $ 65,184,027 Supplies to the home 33,338,901 2,028,936 HME 23,756,404 20,731,645 Respiratory 27,775,378 21,708,264 Other 15,005,828 9,845,402 Total net revenue $ 191,439,034 $ 119,498,274 Year Ended December 31, 2019 2018 Government $ 168,686,247 $ 128,278,922 Insurance 300,360,975 178,726,197 Patient pay 60,597,025 38,273,218 Net revenue $ 529,644,247 $ 345,278,337 Year Ended December 31, 2019 2018 Net sales revenue - Point in time Sleep $ 224,542,433 $ 123,585,029 Respiratory 5,779,842 4,910,755 HME 45,948,275 36,724,311 Other 40,180,387 24,651,320 Total Net sales revenue $ 316,450,937 $ 189,871,415 Net revenue from fixed monthly equipment reimbursements Sleep $ 80,846,378 $ 52,703,572 Respiratory 81,417,997 66,341,108 HME 43,212,228 35,941,985 Other 7,716,707 420,257 Total Net revenue from fixed monthly equipment reimbursements $ 213,193,310 $ 155,406,922 Total net revenue Sleep $ 305,388,811 $ 176,288,601 Respiratory 87,197,839 71,251,863 HME 89,160,503 72,666,296 Other 47,897,094 25,071,577 Total net revenue $ 529,644,247 $ 345,278,337 |
Summary of cash and cash equivalents | December 31, 2019 2018 Cash $ 22,863,543 $ 9,058,782 Money market accounts 54,014,591 16,126,899 Total $ 76,878,134 $ 25,185,681 | |
Summary of useful lives of property and equipment for purposes of computing depreciation | Patient medical equipment 13 months ‑ 5 years Vehicles 5 years Other 2 ‑ 7 years | |
Summary of cost of net revenue | Year ended December 31, 2019 2018 Cost of products, supplies and patient equipment depreciation $ 215,927,438 $ 140,034,522 Salaries, labor and benefits 154,030,773 107,484,610 Occupancy 13,407,384 8,869,386 Other operating costs 57,020,792 36,996,117 Total $ 440,386,387 $ 293,384,635 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition | ||
Schedule of proforma net revenue and operating income | Three Months Ended March 31, 2020 2019 Net revenue $ 204,619,618 $ 181,724,059 Operating income (loss) $ 9,082,482 $ (4,746,892) | Year ended December 31, Pro-forma financial information: 2019 2018 Net revenue $ 551,754,097 $ 477,649,368 Operating income 31,304,194 25,352,321 |
Summary of results of business acquired | Three Months Ended March 31, 2020 2019 Net revenue $ 40,724,747 $ 8,626,378 Operating income (loss) $ (5,559,851) $ 1,431,523 | Year ended December 31, 2019 2018 Net revenue $ 53,295,178 $ 107,047,267 Operating income (loss) 7,406,919 (6,597,299) |
Significant acquisitions in 2019 | ||
Business Acquisition | ||
Summary of estimated fair values of the net assets acquired | Cash $ 117,000 Accounts receivable 3,691,030 Inventory 2,468,427 Prepaid and other current assets 11,835 Equipment and other fixed assets 1,658,714 Goodwill 19,381,515 Accounts payable and accrued expenses (2,266,026) Net assets acquired $ 25,062,495 | Goulds SleepMed Choice Other Total Cash $ — — — 91,894 91,894 Accounts receivable 3,968,011 — 758,558 678,491 5,405,060 Inventory 2,452,777 266,759 33,880 1,507,625 4,261,041 Prepaid and other current assets 11,835 — 110,212 — 122,047 Equipment and other fixed assets 3,352,330 1,401,491 107,120 6,107,790 10,968,731 Goodwill 17,947,636 14,064,750 18,908,961 14,348,123 65,269,470 Contract liabilities (509,000) (328,000) (22,000) (849,995) (1,708,995) Accounts payable and accrued expenses (2,959,245) — (1,212,899) (744,349) (4,916,493) Net assets acquired $ 24,264,344 15,405,000 18,683,832 21,139,579 79,492,755 |
Significant acquisitions in 2018 | ||
Business Acquisition | ||
Summary of estimated fair values of the net assets acquired | PPS Verus HME Other Total Cash $ 407,456 1,449,817 100,000 57,000 2,014,273 Accounts receivable 12,126,481 7,795,765 2,200,774 445,000 22,568,020 Inventory 1,344,535 2,923,211 75,493 674,678 5,017,917 Prepaid and other current assets 995,048 466,114 35,960 — 1,497,122 Equipment and other fixed assets 20,357,062 5,895,113 2,165,448 3,229,983 31,647,606 Deferred tax asset — 6,525,269 — — 6,525,269 Other assets 1,927,355 838,008 37,956 — 2,803,319 Goodwill 49,660,338 91,829,157 13,230,987 10,037,339 164,757,821 Accounts payable and accrued expenses (20,484,673) (11,963,664) (3,180,531) (995,000) (36,623,868) Contract liabilities (1,677,813) (306,194) (341,667) — (2,325,674) Capital lease obligations (6,395,438) (3,793,103) (1,074,420) — (11,262,961) Deferred tax liability (321,974) — — — (321,974) Other long-term liabilities (738,099) (1,260,225) — — (1,998,324) Net assets acquired $ 57,200,278 100,399,268 13,250,000 13,449,000 184,298,546 |
Equipment and Other Fixed Ass_5
Equipment and Other Fixed Assets (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Equipment and Other Fixed Assets | ||
Schedule of equipment and other fixed assets | March 31, December 31, 2020 2019 Patient medical equipment $ 132,311,790 $ 112,070,831 Vehicles 6,916,895 4,461,041 Other 18,456,871 15,474,589 157,685,556 132,006,461 Less accumulated depreciation (70,384,632) (68,447,381) $ 87,300,924 $ 63,559,080 | 2019 2018 Patient medical equipment $ 112,070,831 $ 123,881,314 Vehicles 4,461,041 3,903,819 Other 15,474,589 12,704,131 132,006,461 140,489,264 Less accumulated depreciation (68,447,381) (78,887,914) $ 63,559,080 $ 61,601,350 |
Goodwill (Tables)_2
Goodwill (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Goodwill. | ||
Schedule of change in the carrying amount of goodwill | Balance at December 31, 2019 $ 266,790,518 Acquired goodwill during the period 74,016,335 Balance at March 31, 2020 $ 340,806,853 | Accumulated Gross carrying impairment Net carrying amount losses amount Balance at December 31, 2017 $ 38,628,391 — 38,628,391 Acquired goodwill during the period 164,757,821 — 164,757,821 Decrease (950,000) — (950,000) Balance at December 31, 2018 $ 202,436,212 — 202,436,212 Acquired goodwill during the period 65,269,470 — 65,269,470 Receipt of prior escrow payment (504,000) (504,000) Decrease (411,164) — (411,164) Balance at December 31, 2019 $ 266,790,518 — 266,790,518 |
Fair Value of Assets and Liab_5
Fair Value of Assets and Liabilities (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Fair Value of Assets and Liabilities | ||
Summary of financial assets and liabilities measured at fair value on a recurring basis | Level 1 Level 2 Level 3 Fair Value March 31, 2020 Assets Money market accounts $ 4,117,161 $ — $ — $ 4,117,161 Total assets measured at fair value $ 4,117,161 $ — $ — $ 4,117,161 Liabilities Acquisition-related contingent consideration-short term $ — $ — $ 7,675,000 $ 7,675,000 Acquisition-related contingent consideration-long term — — 5,050,000 5,050,000 Interest rate swap agreements-short term — 5,373,647 — 5,373,647 Interest rate swap agreements-long term — 13,675,476 — 13,675,476 Total liabilities measured at fair value $ — $ 19,049,123 $ 12,725,000 $ 31,774,123 Level 1 Level 2 Level 3 Fair Value December 31, 2019 Assets Money market accounts $ 54,014,591 $ — $ — $ 54,014,591 Total assets measured at fair value $ 54,014,591 $ — $ — $ 54,014,591 Liabilities Acquisition-related contingent consideration-short term $ — $ — $ 4,825,000 $ 4,825,000 Acquisition-related contingent consideration-long term — — 9,900,000 9,900,000 Interest rate swap agreements-short term — 2,157,324 — 2,157,324 Interest rate swap agreements-long term — 6,181,964 — 6,181,964 Total liabilities measured at fair value $ — $ 8,339,288 $ 14,725,000 $ 23,064,288 | Level 1 Level 2 Level 3 Fair Value December 31, 2019 Assets Money market accounts $ 54,014,591 $ — $ — $ 54,014,591 Total assets measured at fair value $ 54,014,591 $ — $ — $ 54,014,591 Liabilities Acquisition-related contingent consideration obligations-short term $ — $ — $ 4,825,000 $ 4,825,000 Acquisition-related contingent consideration obligations-long term — — 9,900,000 9,900,000 Interest rate swap agreements — 8,339,288 — 8,339,288 Total liabilities measured at fair value $ — $ 8,339,288 $ 14,725,000 $ 23,064,288 Level 1 Level 2 Level 3 Fair Value December 31, 2018 Assets Money market accounts $ 16,126,899 $ — $ — $ 16,126,899 Interest rate swap agreement — 943,134 — 943,134 Total assets measured at fair value $ 16,126,899 $ 943,134 $ — $ 17,070,033 Liabilities Acquisition-related contingent consideration obligations-short term $ — $ — $ 13,625,000 $ 13,625,000 Acquisition-related contingent consideration obligations-long term — — 1,625,000 1,625,000 Interest rate swap agreements — 396,302 — 396,302 Total liabilities measured at fair value $ — $ 396,302 $ 15,250,000 $ 15,646,302 |
Reconciliation of contingent consideration liabilities related to acquisitions | Three Months Ended March 31, 2020 Beginning Balance Additions Payments Change in Fair Value Ending Balance Contingent consideration - Level 3 liabilities $ 14,725,000 $ — $ — $ (2,000,000) $ 12,725,000 Three Months Ended March 31, 2019 Beginning Balance Additions Payments Change in Fair Value Ending Balance Contingent consideration - Level 3 liabilities $ 15,250,000 $ 1,500,000 $ (12,000,000) $ — $ 4,750,000 | Year Ended December 31, 2019 Beginning Balance Additions Payments Gain Ending Balance Contingent consideration $ 15,250,000 $ 12,625,000 $ (13,000,000) $ (150,000) $ 14,725,000 Total Level 3 liabilities $ 15,250,000 $ 12,625,000 $ (13,000,000) $ (150,000) $ 14,725,000 Year Ended December 31, 2018 Contingent consideration $ — $ 15,250,000 $ — $ — $ 15,250,000 Total Level 3 liabilities $ — $ 15,250,000 $ — $ — $ 15,250,000 |
Summary of non-financial assets measured on a non-recurring basis | As of December 31, 2019 2018 Significant unobservable inputs (Level 3): Goodwill (annual impairment assessment) $ 266,790,518 $ 202,436,212 |
Derivative Instruments and He_7
Derivative Instruments and Hedging Activities (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities | ||
Summary of fair value of derivative financial instruments as well as their classification on the consolidated balance sheets | As of March 31, 2020 Balance Sheet Fair Value Location Asset (Liability) Derivatives designated as hedging instruments: Interest rate swap agreements Other current liabilities $ (5,373,647) Interest rate swap agreements Other long-term liabilities (13,675,476) Total derivatives designated as hedging instruments $ (19,049,123) As of December 31, 2019 Balance Sheet Fair Value Location Asset (Liability) Derivatives designated as hedging instruments: Interest rate swap agreements Other current liabilities $ (2,157,324) Interest rate swap agreements Other long-term liabilities (6,181,964) Total derivatives designated as hedging instruments $ (8,339,288) | As of December 31, 2019 Balance Sheet Fair Value Location Asset (Liability) Derivatives designated as hedging instruments: Interest rate swap agreements Other current liabilities $ (2,157,324) Interest rate swap agreements Other long-term liabilities (6,181,964) Total derivatives designated as hedging instruments $ (8,339,288) As of December 31, 2018 Balance Sheet Fair Value Location Asset (Liability) Derivatives not designated as hedging instruments: Interest rate swap agreements Prepaid and other current assets $ 943,134 Interest rate swap agreements Other current liabilities (396,302) Total derivatives not designated as hedging instruments $ 546,832 |
Summary of effect of cash flow hedge accounting on accumulated other comprehensive income | Year Ended December 31, 2019 Amount of Gain Location of Gain Amount of Gain or (Loss) or (Loss) Reclassified or (Loss) Reclassified Recognized in from Accumulated from Accumulated OCI on Derivative OCI into Income OCI into Income Derivatives in cash flow hedging relationships: Interest rate swap agreements $ 3,469,643 Interest expense $ 932,807 Total $ 3,469,643 $ 932,807 | |
Summary of the effect of derivative financial instruments that were not designated as hedging instruments on the consolidated statements of income (loss) | Year Ended December 31, 2019 Location of Gain or (Loss) Amount of Gain or (Loss) Recognized in Loss Recognized in Loss on Derivative on Derivative Derivatives Not Designated as Hedging Instruments: Interest rate swap agreements Interest Expense $ (12,358,728) Total $ (12,358,728) Year Ended December 31, 2018 Location of Gain or (Loss) Amount of Gain or (Loss) Recognized in Income Recognized in Income on Derivative on Derivative Derivatives Not Designated as Hedging Instruments: Interest rate swap agreements Interest Expense $ 546,832 Total $ 546,832 |
Deferred Financing Costs (Table
Deferred Financing Costs (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Financing Costs | |
Summary of change in the carrying amount of deferred financing costs | 2019 2018 Balance at January 1 $ 2,258,253 $ 1,342,379 Capitalized fees 9,027,753 2,612,860 Amortization (1,311,573) (477,781) Write-off due to debt refinancing (2,121,451) (1,219,205) Balance at December 31 $ 7,852,982 $ 2,258,253 |
Accounts Payable and Accrued _5
Accounts Payable and Accrued Expenses (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Accounts Payable and Accrued Expenses | ||
Schedule of components accounts payable and accrued expenses | March 31, December 31, 2020 2019 Accounts payable $ 105,194,402 $ 79,237,323 Employee related accruals 9,002,909 12,319,746 Accrued interest 4,672,868 4,021,660 Other 17,201,708 7,149,364 Total $ 136,071,887 $ 102,728,093 | December 31, 2019 2018 Accounts payable $ 79,237,323 $ 70,603,562 Employee related accruals 12,319,746 9,142,347 Self insurance reserves 1,166,014 1,304,335 Accrued interest 4,021,660 404,015 Other 5,983,350 4,104,160 Total $ 102,728,093 $ 85,558,419 |
Debt (Tables)_2
Debt (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Debt | ||
Schedule of summary of long term debt | March 31, December 31, 2020 2019 Secured term loans $ 295,937,500 $ 246,250,000 Revolving credit facility 32,000,000 12,000,000 Note payable 143,500,000 143,500,000 Other 1,053,205 1,725,185 Unamortized deferred financing fees (6,322,104) (6,642,490) 466,168,601 396,832,695 Current portion (2,615,705) (1,721,132) Long-term portion $ 463,552,896 $ 395,111,563 | December 31, 2019 2018 Secured term loans $ 246,250,000 $ 134,875,000 Revolving credit facility 12,000,000 — Note payable 143,500,000 — Seller note (see Note 3) 1,666,667 — Other 58,518 171,942 Unamortized deferred financing fees (6,642,490) (862,243) 396,832,695 134,184,699 Current portion (1,721,132) (7,089,976) Long-term portion $ 395,111,563 $ 127,094,723 |
Schedule of maturity of total debt, excluding unamortized deferred financing fees | Twelve months ended December 31, 2020 $ 2021 2022 — 2023 2024 Thereafter Total debt maturity $ |
Stockholders' Equity (Tables)_2
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Options | |
Business Acquisition | |
Schedule of assumptions used to determine the grant date fair value | 2019 Expected volatility 35.9 % Risk-free interest rate 1.7 % Expected term 6.0 years Dividend yield N/A |
Incentive units | |
Business Acquisition | |
Schedule of assumptions used to determine the grant date fair value | 2019 2018 Incentive Units Incentive Units Expected volatility (1) 40.0 % 35.0 % Risk-free interest rate (2) 2.0 % 2.3 % Expected term (3) 1.5 years 1.5 years Discount for lack of marketability (4) 25.0 % 30.0 % (1) The expected volatility is derived from the asset volatilities of comparable public companies. (2) The risk-free interest rate is obtained from Standard and Poor’s Capital IQ, and represents the yield on a treasury note as of the valuation date with the maturity matching the expected term. (3) The expected term is based on management’s estimate. (4) The discount for lack of marketability is based on put option analyses using similar timing inputs. |
Adapt Health Holdings LLC | |
Business Acquisition | |
Summary of estimated fair values of the net assets acquired | Cash and cash equivalents $ Current assets Current liabilities (11,214,503) Net assets of DFB $ |
Schedule of sources and uses of cash in connection with the Business Combination | Sources DFB's cash and cash equivalents on hand $ Private placement (1) Total Sources $ Uses Cash to balance sheet (2) $ 52,845,206 Legacy AdaptHealth Holdings LLC redemptions (3) 20,000,000 Debt repayment (4) 81,500,000 Transaction expenses (5) 14,566,542 Total Uses $ (1) Represents the issuance and sale, in a private placement consummated concurrently with the Closing, of 12,500,000 shares of Class A Common Stock. (2) Represents remaining cash that will be used to fund operations and working capital needs of the Company after the closing of the Business Combination. (3) Represents cash that was used to fund redemptions made by legacy AdaptHealth Holdings investors. (4) Represents the amount of debt that the combined company paid down upon closing of the Business Combination. (5) Represents the amount of transaction expenses paid in connection with the closing of the Business Combination, including costs incurred by the Company and accrued costs incurred by DFB prior to the closing of the Business Combination, that were paid upon closing. |
Net Income (Loss) Per Common _3
Net Income (Loss) Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings per share | |
Schedule of calculation of basic and diluted earnings per share | Year Ended December 31, 2019 2018 Basic net (loss) income per common share Numerator: Basic net (loss) income attributable to AdaptHealth Corp. $ (14,995,895) $ 23,260,347 Denominator: Basic and diluted weighted average shares outstanding 22,557,213 11,899,898 Basic and diluted net (loss) income per share attributable to Class A shareholders $ (0.66) $ 1.95 |
Capital Lease Obligations (Tabl
Capital Lease Obligations (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Capital Lease Obligations | ||
Summary of future annual minimum payments required under lease obligations | Twelve months ended March 31, 2021 $ 20,442,099 2022 215,164 Total 20,657,263 Less amount representing interest (70,192) 20,587,071 Current portion (20,421,195) Long-term portion $ 165,876 | 2020 $ 19,813,539 2021 255,652 Total 20,069,191 Less amount representing interest (86,198) 19,982,993 Current portion (19,749,854) Long-term portion $ 233,139 |
Lease Commitments (Tables)
Lease Commitments (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Lease Commitments | ||
Summary of future annual minimum payments required under lease obligations | Twelve months ended March 31, 2021 $ 20,442,099 2022 215,164 Total 20,657,263 Less amount representing interest (70,192) 20,587,071 Current portion (20,421,195) Long-term portion $ 165,876 | 2020 $ 19,813,539 2021 255,652 Total 20,069,191 Less amount representing interest (86,198) 19,982,993 Current portion (19,749,854) Long-term portion $ 233,139 |
Summary of minimum annual lease commitments under noncancelable leases | Twelve months ended March 31, 2021 $ 16,547,233 2022 11,746,784 2023 9,823,064 2024 8,316,930 2025 6,390,029 Thereafter 17,668,659 Total minimum payments required (a) $ 70,492,699 (a) Minimum payments have not been reduced by minimum sublease rentals of $2,712,886 due in the future under noncancelable subleases. | 2020 $ 12,291,753 2021 7,811,982 2022 5,632,124 2023 4,492,642 2024 3,082,588 Thereafter 4,036,732 $ 37,347,821 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes | |
Schedule of current and deferred income tax expense (benefit) | 2019 2018 Current: Federal $ (961,588) $ — State 1,222,292 778,190 260,704 778,190 Deferred: Federal 673,664 (1,549,549) State 221,634 (1,326,346) 895,298 (2,875,895) Total income tax (benefit) expense $ 1,156,002 $ (2,097,705) |
Schedule of reconciliation of the effective income tax rate | 2019 2018 Federal tax at statutory rate 21.0 % 21.0 % Non‑taxable income (46.6) % 0.8 % State income taxes, net of federal benefit (9.6) % (3.2) % Change in valuation allowance 5.3 % (32.3) % Net operating loss write‑offs — 3.6 % Deferred adjustments 18.1 — % Other 1.9 % 0.7 % Effective income tax rate (benefit) (9.9) % (9.4) % |
Schedule of deferred income tax assets and liabilities | 2019 2018 Deferred income tax assets: Accounts receivable $ 3,188,976 $ 1,575,902 Goodwill 4,805,554 5,401,652 Investment in partnership 41,745,232 — Inventory 60,677 54,239 Accruals 249,595 615,327 Net operating losses and credits 3,494,969 4,986,913 Charitable contribution 16,942 16,420 Start-up / organizational costs 509,221 — AMT credit 208,056 208,056 Total deferred income tax assets 54,279,222 12,858,509 Valuation allowance (22,502,544) — Net deferred income tax assets $ 31,776,678 $ 12,858,509 Deferred income tax liabilities: Equipment and other fixed assets (4,271,299) (3,779,319) Total deferred income tax liabilities (4,271,299) (3,779,319) Noncurrent net deferred income tax assets $ 27,505,379 $ 9,079,190 |
Nature of Business - Business C
Nature of Business - Business Combination (Details) | Nov. 08, 2019item | Jul. 08, 2019USD ($)shares | Mar. 31, 2020itemshares | Dec. 31, 2019USD ($)shares | Jul. 07, 2019shares |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||||
Goodwill or intangible assets acquired | $ | $ 0 | ||||
Shares issued, value | $ | $ 125,000,000 | ||||
Number of votes per share | item | 1 | ||||
Adapt Health Holdings LLC | |||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||||
Controlling interest, as a percent | 56.00% | ||||
Shareholders of Adapt Health Holdings LLC | Adapt Health Holdings LLC | |||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||||
Noncontrolling interest, as a percent | 44.00% | 43.00% | |||
Class A Common Stock | |||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||||
Shares issued | 12,500,000 | ||||
Shares issued, value | $ | $ 125,000,000 | ||||
Common Stock issued as per Merger Agreement | 17,386,201 | ||||
Common Stock, Shares, Outstanding | 40,296,166 | 43,354,251 | 40,816,292 | 31,250,000 | |
Redemption of public shares | (20,840,035) | ||||
Class A Common Stock | Shareholders of Adapt Health Holdings LLC | Adapt Health Holdings LLC | |||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||||
Noncontrolling interest, as a percent | 44.00% | 41.00% | |||
Class B Common Stock | |||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||||
Common Stock issued as per Merger Agreement | 32,113,799 | ||||
Common Stock, Shares, Outstanding | 32,113,799 | 30,563,799 | 31,563,799 | ||
Number of votes per share | item | 1 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies -Revenue Recognition (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2019 | |
Revenue Recognition | |||||
Accumulated deficit | $ (27,367,676) | $ (27,209,514) | $ (13,370,648) | ||
Implicit price concessions | 15,775,638 | ||||
Total net revenues | 191,439,034 | $ 119,498,274 | 529,644,247 | 345,278,337 | |
Transferred at Point in Time [Member] | |||||
Revenue Recognition | |||||
Total net revenues | 128,973,725 | 68,955,964 | 316,450,937 | ||
Transferred over Time [Member] | |||||
Revenue Recognition | |||||
Total net revenues | 62,465,309 | 50,542,310 | 213,193,310 | ||
Government payor | |||||
Revenue Recognition | |||||
Total net revenues | 51,244,994 | 38,100,765 | 168,686,247 | ||
Insurance payor | |||||
Revenue Recognition | |||||
Total net revenues | 114,450,697 | 67,717,162 | 300,360,975 | ||
Patient payor | |||||
Revenue Recognition | |||||
Total net revenues | 25,743,343 | 13,680,347 | 60,597,025 | ||
Sleep | |||||
Revenue Recognition | |||||
Total net revenues | 91,562,523 | 65,184,027 | 305,388,811 | ||
Sleep | Transferred at Point in Time [Member] | |||||
Revenue Recognition | |||||
Total net revenues | 68,893,964 | 47,127,169 | 224,542,433 | ||
Sleep | Transferred over Time [Member] | |||||
Revenue Recognition | |||||
Total net revenues | 22,668,559 | 18,056,858 | 80,846,378 | ||
Respiratory | |||||
Revenue Recognition | |||||
Total net revenues | 27,775,378 | 21,708,264 | 87,197,839 | ||
Respiratory | Transferred at Point in Time [Member] | |||||
Revenue Recognition | |||||
Total net revenues | 2,768,427 | 1,279,075 | 5,779,842 | ||
Respiratory | Transferred over Time [Member] | |||||
Revenue Recognition | |||||
Total net revenues | 25,006,951 | 20,429,189 | 81,417,997 | ||
HME | |||||
Revenue Recognition | |||||
Total net revenues | 23,756,404 | 20,731,645 | 89,160,503 | ||
HME | Transferred at Point in Time [Member] | |||||
Revenue Recognition | |||||
Total net revenues | 11,579,127 | 10,489,009 | 45,948,275 | ||
HME | Transferred over Time [Member] | |||||
Revenue Recognition | |||||
Total net revenues | 12,177,277 | 10,242,636 | 43,212,228 | ||
Other | |||||
Revenue Recognition | |||||
Total net revenues | 15,005,828 | 9,845,402 | 47,897,094 | ||
Other | Transferred at Point in Time [Member] | |||||
Revenue Recognition | |||||
Total net revenues | 12,393,306 | 8,031,775 | 40,180,387 | ||
Other | Transferred over Time [Member] | |||||
Revenue Recognition | |||||
Total net revenues | $ 2,612,522 | $ 1,813,627 | 7,716,707 | ||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | |||||
Revenue Recognition | |||||
Total net revenues | 345,278,337 | ||||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Transferred at Point in Time [Member] | |||||
Revenue Recognition | |||||
Total net revenues | 189,871,415 | ||||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Transferred over Time [Member] | |||||
Revenue Recognition | |||||
Total net revenues | 155,406,922 | ||||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Government payor | |||||
Revenue Recognition | |||||
Total net revenues | 128,278,922 | ||||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Insurance payor | |||||
Revenue Recognition | |||||
Total net revenues | 178,726,197 | ||||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Patient payor | |||||
Revenue Recognition | |||||
Total net revenues | 38,273,218 | ||||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Sleep | |||||
Revenue Recognition | |||||
Total net revenues | 176,288,601 | ||||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Sleep | Transferred at Point in Time [Member] | |||||
Revenue Recognition | |||||
Total net revenues | 123,585,029 | ||||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Sleep | Transferred over Time [Member] | |||||
Revenue Recognition | |||||
Total net revenues | 52,703,572 | ||||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Respiratory | |||||
Revenue Recognition | |||||
Total net revenues | 71,251,863 | ||||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Respiratory | Transferred at Point in Time [Member] | |||||
Revenue Recognition | |||||
Total net revenues | 4,910,755 | ||||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Respiratory | Transferred over Time [Member] | |||||
Revenue Recognition | |||||
Total net revenues | 66,341,108 | ||||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | HME | |||||
Revenue Recognition | |||||
Total net revenues | 72,666,296 | ||||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | HME | Transferred at Point in Time [Member] | |||||
Revenue Recognition | |||||
Total net revenues | 36,724,311 | ||||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | HME | Transferred over Time [Member] | |||||
Revenue Recognition | |||||
Total net revenues | 35,941,985 | ||||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Other | |||||
Revenue Recognition | |||||
Total net revenues | 25,071,577 | ||||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Other | Transferred at Point in Time [Member] | |||||
Revenue Recognition | |||||
Total net revenues | 24,651,320 | ||||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Other | Transferred over Time [Member] | |||||
Revenue Recognition | |||||
Total net revenues | $ 420,257 | ||||
ASU 2014-09 | |||||
Revenue Recognition | |||||
Accumulated deficit | $ 0 | ||||
ASU 2014-09 | Calculated under Revenue Guidance in Effect before Topic 606 [Member] | |||||
Revenue Recognition | |||||
Total net revenues | $ (27,515,952) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Receivables, Cash (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Net Revenue and Accounts Receivable | |||||
Allowance for uncollectible accounts | $ 21,840,787 | ||||
Unbilled revenue | $ 18,064,863 | $ 8,611,272 | 4,002,067 | ||
Cash and Cash Equivalents | |||||
Cash | 22,863,543 | 9,058,782 | |||
Money market accounts | 54,014,591 | 16,126,899 | |||
Cash and cash equivalents, total | $ 48,163,701 | $ 76,878,134 | $ 14,869,753 | $ 25,185,681 | $ 4,274,334 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Equipment and Other Fixed Assets, Impairment (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Equipment and Other Fixed Assets | ||||
Impairment of equipment and other fixed assets | $ 0 | $ 0 | ||
Impairment of goodwill | $ 0 | $ 0 | $ 0 | $ 0 |
Vehicles | ||||
Equipment and Other Fixed Assets | ||||
Useful lives of property and equipment | 5 years | |||
Minimum | Patient medical equipment | ||||
Equipment and Other Fixed Assets | ||||
Useful lives of property and equipment | 13 months | |||
Minimum | Other | ||||
Equipment and Other Fixed Assets | ||||
Useful lives of property and equipment | 2 years | |||
Maximum | Patient medical equipment | ||||
Equipment and Other Fixed Assets | ||||
Useful lives of property and equipment | 5 years | |||
Maximum | Other | ||||
Equipment and Other Fixed Assets | ||||
Useful lives of property and equipment | 7 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Advertising Costs, Cost of Revenue, General and Administrative Expenses (Details) | 12 Months Ended | |
Dec. 31, 2019USD ($)statelocation | Dec. 31, 2018USD ($) | |
Advertising Costs | ||
Advertising costs | $ 2,144,730 | $ 1,788,220 |
Cost of net revenue | ||
Number of locations through which company operates | location | 173 | |
States of operation | state | 35 | |
Cost of products, supplies and patient equipment depreciation | $ 215,927,438 | 140,034,522 |
Salaries, labor and benefits | 154,030,773 | 107,484,610 |
Occupancy | 13,407,384 | 8,869,386 |
Other operating costs | 57,020,792 | 36,996,117 |
Cost of net revenue | 440,386,387 | 293,384,635 |
General and administrative expenses | ||
Salaries and benefits expenses | $ 31,651,728 | $ 10,653,547 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Concentration of Credit Risk, Customers, Income tax (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Concentration Risk [Line Items] | ||
Penalties and interest accrued | $ 0 | $ 0 |
Credit concentration | ||
Concentration Risk [Line Items] | ||
Term of previously protected window | 3 years | |
Net accounts receivable | Credit concentration | Patient payor | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 10.00% | |
Net revenue | Customer concentration | Government payor | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 32.00% | 37.00% |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Recently Adopted Accounting Pronouncements (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Recently Adopted Accounting Pronouncements | ||||
Accumulated deficit | $ (27,367,676) | $ (27,209,514) | $ (13,370,648) | |
ASU 2014-09 | ||||
Recently Adopted Accounting Pronouncements | ||||
Accumulated deficit | $ 0 |
Acquisitions (Details)
Acquisitions (Details) | Oct. 01, 2019USD ($) | Jul. 05, 2019USD ($) | Jan. 02, 2019USD ($)installment | Dec. 31, 2018USD ($) | Jul. 31, 2018USD ($) | May 17, 2018USD ($) | May 16, 2018USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Nov. 01, 2019USD ($) | Dec. 31, 2017USD ($) |
Business Acquisition | ||||||||||||||
Liability incurred | $ 2,000,000 | |||||||||||||
Change in contingent consideration liability cost recorded | $ 2,000,000 | $ 150,000 | ||||||||||||
Contingent consideration obligation | $ 15,250,000 | 12,725,000 | $ 14,725,000 | 4,750,000 | 14,725,000 | $ 15,250,000 | ||||||||
Interest Expense, Debt | 27,849,699 | 7,418,959 | ||||||||||||
Estimated fair values of net assets acquired | ||||||||||||||
Cash | 117,000 | |||||||||||||
Accounts receivables | 3,691,030 | |||||||||||||
Inventory | 2,468,427 | |||||||||||||
Prepaid and other current assets | 11,835 | |||||||||||||
Equipment and other fixed assets | 1,658,714 | |||||||||||||
Goodwill | 202,436,212 | $ 340,806,853 | 266,790,518 | 19,381,515 | 266,790,518 | 202,436,212 | $ 38,628,391 | |||||||
Accounts payable and accrued expenses | (2,266,026) | |||||||||||||
Net assets acquired | 25,062,495 | |||||||||||||
Other current liabilities | ||||||||||||||
Business Acquisition | ||||||||||||||
Contingent consideration obligation | 1,000,000 | 1,000,000 | ||||||||||||
Significant acquisitions in 2019 | ||||||||||||||
Business Acquisition | ||||||||||||||
Total consideration | 25,062,495 | |||||||||||||
Liability incurred | 2,000,000 | |||||||||||||
Cash payment | $ 21,562,495 | |||||||||||||
Estimated fair values of net assets acquired | ||||||||||||||
Cash | 91,894 | 91,894 | ||||||||||||
Accounts receivables | 5,405,060 | 5,405,060 | ||||||||||||
Inventory | 4,261,041 | 4,261,041 | ||||||||||||
Prepaid and other current assets | 122,047 | 122,047 | ||||||||||||
Equipment and other fixed assets | 10,968,731 | 10,968,731 | ||||||||||||
Goodwill | 65,269,470 | 65,269,470 | ||||||||||||
Accounts payable and accrued expenses | (4,916,493) | (4,916,493) | ||||||||||||
Contract liabilities | (1,708,995) | (1,708,995) | ||||||||||||
Net assets acquired | 79,492,755 | 79,492,755 | ||||||||||||
Gould's | ||||||||||||||
Business Acquisition | ||||||||||||||
Interest acquired, as a percent | 100.00% | |||||||||||||
Total consideration | $ 24,264,344 | |||||||||||||
Cash payment | $ 20,764,344 | |||||||||||||
Number of installments | installment | 6 | |||||||||||||
Debt Interest rate | 5.00% | |||||||||||||
Potential contingent payment | $ 1,500,000 | |||||||||||||
Contingent consideration obligation | 1,500,000 | 1,500,000 | ||||||||||||
Estimated fair values of net assets acquired | ||||||||||||||
Accounts receivables | 3,968,011 | |||||||||||||
Inventory | 2,452,777 | |||||||||||||
Prepaid and other current assets | 11,835 | |||||||||||||
Equipment and other fixed assets | 3,352,330 | |||||||||||||
Goodwill | 17,947,636 | |||||||||||||
Accounts payable and accrued expenses | (2,959,245) | |||||||||||||
Contract liabilities | (509,000) | |||||||||||||
Net assets acquired | 24,264,344 | |||||||||||||
Gould's | Promissory Notes [Member] | ||||||||||||||
Business Acquisition | ||||||||||||||
Liability incurred | $ 2,000,000 | |||||||||||||
SleepMed | ||||||||||||||
Business Acquisition | ||||||||||||||
Total consideration | $ 15,405,000 | |||||||||||||
Cash payment | 11,405,000 | |||||||||||||
Potential contingent payment | 4,000,000 | |||||||||||||
Change in contingent consideration liability cost recorded | 2,000,000 | |||||||||||||
Estimated fair values of net assets acquired | ||||||||||||||
Inventory | 266,759 | |||||||||||||
Equipment and other fixed assets | 1,401,491 | |||||||||||||
Goodwill | 14,064,750 | |||||||||||||
Contract liabilities | (328,000) | |||||||||||||
Net assets acquired | $ 15,405,000 | |||||||||||||
SleepMed | Other long-term liabilities | ||||||||||||||
Business Acquisition | ||||||||||||||
Contingent consideration obligation | 2,000,000 | 2,000,000 | ||||||||||||
Choice | ||||||||||||||
Business Acquisition | ||||||||||||||
Interest acquired, as a percent | 100.00% | |||||||||||||
Total consideration | $ 18,683,832 | |||||||||||||
Cash payment | 12,483,832 | |||||||||||||
Potential contingent payment | $ 6,200,000 | |||||||||||||
Contingent consideration obligation | 6,200,000 | 6,200,000 | ||||||||||||
Estimated fair values of net assets acquired | ||||||||||||||
Accounts receivables | 758,558 | |||||||||||||
Inventory | 33,880 | |||||||||||||
Prepaid and other current assets | 110,212 | |||||||||||||
Equipment and other fixed assets | 107,120 | |||||||||||||
Goodwill | 18,908,961 | |||||||||||||
Accounts payable and accrued expenses | (1,212,899) | |||||||||||||
Contract liabilities | (22,000) | |||||||||||||
Net assets acquired | $ 18,683,832 | |||||||||||||
Choice | Maximum | ||||||||||||||
Business Acquisition | ||||||||||||||
Potential contingent payment | $ 12,500,000 | |||||||||||||
Other | ||||||||||||||
Business Acquisition | ||||||||||||||
Total consideration | 21,139,579 | 8,099,000 | ||||||||||||
Liability incurred | 1,572,500 | |||||||||||||
Cash payment | 18,642,079 | |||||||||||||
Potential contingent payment | 925,000 | 925,000 | ||||||||||||
Change in contingent consideration liability cost recorded | (525,000) | |||||||||||||
Estimated fair values of net assets acquired | ||||||||||||||
Cash | 57,000 | 91,894 | 91,894 | 57,000 | ||||||||||
Accounts receivables | 445,000 | 678,491 | 678,491 | 445,000 | ||||||||||
Inventory | 674,678 | 1,507,625 | 1,507,625 | 674,678 | ||||||||||
Equipment and other fixed assets | 3,229,983 | 6,107,790 | 6,107,790 | 3,229,983 | ||||||||||
Goodwill | 10,037,339 | 14,348,123 | 14,348,123 | 10,037,339 | ||||||||||
Accounts payable and accrued expenses | (995,000) | (744,349) | (744,349) | (995,000) | ||||||||||
Contract liabilities | (849,995) | (849,995) | ||||||||||||
Net assets acquired | 13,449,000 | 21,139,579 | 21,139,579 | 13,449,000 | ||||||||||
Other | Other current liabilities | ||||||||||||||
Business Acquisition | ||||||||||||||
Contingent consideration obligation | 200,000 | 200,000 | ||||||||||||
Other | Other long-term liabilities | ||||||||||||||
Business Acquisition | ||||||||||||||
Contingent consideration obligation | 200,000 | 200,000 | ||||||||||||
Significant acquisitions in 2018 | ||||||||||||||
Estimated fair values of net assets acquired | ||||||||||||||
Cash | 2,014,273 | 2,014,273 | ||||||||||||
Accounts receivables | 22,568,020 | 22,568,020 | ||||||||||||
Inventory | 5,017,917 | 5,017,917 | ||||||||||||
Prepaid and other current assets | 1,497,122 | 1,497,122 | ||||||||||||
Equipment and other fixed assets | 31,647,606 | 31,647,606 | ||||||||||||
Deferred tax asset | 6,525,269 | 6,525,269 | ||||||||||||
Other assets | 2,803,319 | 2,803,319 | ||||||||||||
Goodwill | 164,757,821 | 164,757,821 | ||||||||||||
Accounts payable and accrued expenses | (36,623,868) | (36,623,868) | ||||||||||||
Contract liabilities | (2,325,674) | (2,325,674) | ||||||||||||
Capital lease obligations | (11,262,961) | (11,262,961) | ||||||||||||
Deferred tax liability | (321,974) | (321,974) | ||||||||||||
Other long-term liabilities | (1,998,324) | (1,998,324) | ||||||||||||
Net assets acquired | $ 184,298,546 | 184,298,546 | ||||||||||||
PPS | ||||||||||||||
Business Acquisition | ||||||||||||||
Total consideration | $ 7,000,000 | |||||||||||||
Management fee income | $ 576,458 | |||||||||||||
Management fee forgiven | 1,715,430 | |||||||||||||
Members' interest issued value | 48,484,848 | |||||||||||||
Estimated fair values of net assets acquired | ||||||||||||||
Cash | 407,456 | |||||||||||||
Accounts receivables | 12,126,481 | |||||||||||||
Inventory | 1,344,535 | |||||||||||||
Prepaid and other current assets | 995,048 | |||||||||||||
Equipment and other fixed assets | 20,357,062 | |||||||||||||
Other assets | 1,927,355 | |||||||||||||
Goodwill | 49,660,338 | |||||||||||||
Accounts payable and accrued expenses | (20,484,673) | |||||||||||||
Contract liabilities | (1,677,813) | |||||||||||||
Capital lease obligations | (6,395,438) | |||||||||||||
Deferred tax liability | (321,974) | |||||||||||||
Other long-term liabilities | (738,099) | |||||||||||||
Net assets acquired | $ 57,200,278 | |||||||||||||
Verus Healthcare, Inc | ||||||||||||||
Business Acquisition | ||||||||||||||
Interest acquired, as a percent | 100.00% | |||||||||||||
Total consideration | $ 100,399,268 | |||||||||||||
Cash payment | 58,399,284 | |||||||||||||
Contingent consideration obligation | 12,000,000 | |||||||||||||
Members' interest issued value | 13,154,047 | |||||||||||||
Interest Expense, Debt | $ 293,400 | |||||||||||||
Estimated fair values of net assets acquired | ||||||||||||||
Cash | 1,449,817 | |||||||||||||
Accounts receivables | 7,795,765 | |||||||||||||
Inventory | 2,923,211 | |||||||||||||
Prepaid and other current assets | 466,114 | |||||||||||||
Equipment and other fixed assets | 5,895,113 | |||||||||||||
Deferred tax asset | 6,525,269 | |||||||||||||
Other assets | 838,008 | |||||||||||||
Goodwill | 91,829,157 | |||||||||||||
Accounts payable and accrued expenses | (11,963,664) | |||||||||||||
Contract liabilities | (306,194) | |||||||||||||
Capital lease obligations | (3,793,103) | |||||||||||||
Other long-term liabilities | (1,260,225) | |||||||||||||
Net assets acquired | 100,399,268 | |||||||||||||
Verus Healthcare, Inc | Convertible notes | ||||||||||||||
Business Acquisition | ||||||||||||||
Liability incurred | $ 16,845,937 | |||||||||||||
Home Medical Express, Inc | ||||||||||||||
Business Acquisition | ||||||||||||||
Interest acquired, as a percent | 100.00% | |||||||||||||
Total consideration | $ 13,250,000 | |||||||||||||
Cash payment | 9,000,000 | |||||||||||||
Potential contingent payment | 3,250,000 | |||||||||||||
Contingent consideration obligation | 3,250,000 | |||||||||||||
Escrow payment | 1,000,000 | |||||||||||||
Estimated contingent consideration per year | 1,625,000 | |||||||||||||
Actual payout earned | 1,000,000 | |||||||||||||
Estimated fair values of net assets acquired | ||||||||||||||
Cash | 100,000 | |||||||||||||
Accounts receivables | 2,200,774 | |||||||||||||
Inventory | 75,493 | |||||||||||||
Prepaid and other current assets | 35,960 | |||||||||||||
Equipment and other fixed assets | 2,165,448 | |||||||||||||
Other assets | 37,956 | |||||||||||||
Goodwill | 13,230,987 | |||||||||||||
Accounts payable and accrued expenses | (3,180,531) | |||||||||||||
Contract liabilities | (341,667) | |||||||||||||
Capital lease obligations | (1,074,420) | |||||||||||||
Net assets acquired | $ 13,250,000 | |||||||||||||
Home Medical Express, Inc | Other current liabilities | ||||||||||||||
Business Acquisition | ||||||||||||||
Contingent consideration obligation | 625,000 | 625,000 | ||||||||||||
Durable medical equipment company | ||||||||||||||
Business Acquisition | ||||||||||||||
Interest acquired, as a percent | 100.00% | 100.00% | ||||||||||||
Total consideration | $ 5,350,000 | |||||||||||||
Liability incurred | 500,000 | 500,000 | $ 500,000 | |||||||||||
Cash payment | 4,850,000 | |||||||||||||
Contingent consideration obligation | 3,000,000 | 3,000,000 | ||||||||||||
Payment term | 3 years | |||||||||||||
Durable medical equipment company | Other current liabilities | ||||||||||||||
Business Acquisition | ||||||||||||||
Contingent consideration obligation | 1,000,000 | 1,000,000 | ||||||||||||
Durable medical equipment company | Other long-term liabilities | ||||||||||||||
Business Acquisition | ||||||||||||||
Contingent consideration obligation | $ 2,000,000 | $ 2,000,000 | ||||||||||||
Durable medical equipment company | Maximum | ||||||||||||||
Business Acquisition | ||||||||||||||
Potential contingent payment | $ 5,000,000 | $ 5,000,000 |
Significant Transactions - Pr_2
Significant Transactions - Pro-forma Financial Information and Results of Business Acquired (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Pro-forma financial information: | ||||
Pro-forma net revenue | $ 204,619,618 | $ 181,724,059 | $ 551,754,097 | $ 477,649,368 |
Pro-forma operating income | 9,082,482 | (4,746,892) | 31,304,194 | 25,352,321 |
Net revenue since acquisition date | 40,724,747 | 8,626,378 | 53,295,178 | 107,047,267 |
Operating income (loss) since acquisition date | $ (5,559,851) | $ 1,431,523 | $ 7,406,919 | $ (6,597,299) |
Equipment and Other Fixed Ass_6
Equipment and Other Fixed Assets (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Equipment and other fixed assets, gross | $ 132,006,461 | $ 140,489,264 | $ 157,685,556 |
Less accumulated depreciation | (68,447,381) | (78,887,914) | (70,384,632) |
Equipment and other fixed assets, net | 63,559,080 | 61,601,350 | 87,300,924 |
Fully-depreciated assets written off | 72,784,264 | 231,090 | |
Patient medical equipment | |||
Property, Plant and Equipment [Line Items] | |||
Equipment and other fixed assets, gross | 112,070,831 | 123,881,314 | 132,311,790 |
Vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Equipment and other fixed assets, gross | 4,461,041 | 3,903,819 | 6,916,895 |
Other | |||
Property, Plant and Equipment [Line Items] | |||
Equipment and other fixed assets, gross | $ 15,474,589 | $ 12,704,131 | $ 18,456,871 |
Goodwill (Details)_2
Goodwill (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Gross carrying amount | ||||
Beginning balance | $ 266,790,518 | $ 202,436,212 | $ 202,436,212 | $ 38,628,391 |
Acquired goodwill during the period | 65,269,470 | 164,757,821 | ||
Receipt of prior escrow payment | (504,000) | |||
Decrease | (411,164) | (950,000) | ||
Ending balance | 266,790,518 | 202,436,212 | ||
Net carrying amount | ||||
Beginning balance | 266,790,518 | 202,436,212 | 202,436,212 | 38,628,391 |
Acquired goodwill during the period | 74,016,335 | 65,269,470 | 164,757,821 | |
Receipt of prior escrow payment | (504,000) | |||
Decrease | (411,164) | (950,000) | ||
Ending balance | 340,806,853 | 19,381,515 | 266,790,518 | 202,436,212 |
Goodwill, Impairment Loss | $ 0 | $ 0 | $ 0 | 0 |
Escrow payment due period | 1 year | |||
Home Medical Express, Inc | ||||
Net carrying amount | ||||
Escrow payment | $ 1,000,000 |
Fair Value of Assets and Liab_6
Fair Value of Assets and Liabilities - Valuation of Financial Assets and Liabilities (Details) - Recurring - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Assets | |||
Total assets measured at fair value | $ 4,117,161 | $ 54,014,591 | $ 17,070,033 |
Liabilities | |||
Total liabilities measured at fair value | 31,774,123 | 23,064,288 | 15,646,302 |
Acquisition-related contingent consideration obligations-short term | |||
Liabilities | |||
Total liabilities measured at fair value | 7,675,000 | 4,825,000 | 13,625,000 |
Acquisition-related contingent consideration obligations-long term | |||
Liabilities | |||
Total liabilities measured at fair value | 5,050,000 | 9,900,000 | 1,625,000 |
Interest Rate Swap Short-term [Member] | |||
Liabilities | |||
Total liabilities measured at fair value | 5,373,647 | 2,157,324 | |
Interest Rate Swap Long-term [Member] | |||
Liabilities | |||
Total liabilities measured at fair value | 13,675,476 | 6,181,964 | |
Interest rate swap agreements | |||
Liabilities | |||
Total liabilities measured at fair value | 8,339,288 | 396,302 | |
Money market accounts | |||
Assets | |||
Total assets measured at fair value | 4,117,161 | 54,014,591 | 16,126,899 |
Interest rate swap agreements | |||
Assets | |||
Total assets measured at fair value | 943,134 | ||
Level 1 | |||
Assets | |||
Total assets measured at fair value | 4,117,161 | 54,014,591 | 16,126,899 |
Level 1 | Money market accounts | |||
Assets | |||
Total assets measured at fair value | 4,117,161 | 54,014,591 | 16,126,899 |
Level 2 | |||
Assets | |||
Total assets measured at fair value | 943,134 | ||
Liabilities | |||
Total liabilities measured at fair value | 19,049,123 | 8,339,288 | 396,302 |
Level 2 | Interest Rate Swap Short-term [Member] | |||
Liabilities | |||
Total liabilities measured at fair value | 5,373,647 | 2,157,324 | |
Level 2 | Interest Rate Swap Long-term [Member] | |||
Liabilities | |||
Total liabilities measured at fair value | 13,675,476 | 6,181,964 | |
Level 2 | Interest rate swap agreements | |||
Liabilities | |||
Total liabilities measured at fair value | 8,339,288 | 396,302 | |
Level 2 | Interest rate swap agreements | |||
Assets | |||
Total assets measured at fair value | 943,134 | ||
Level 3 | |||
Liabilities | |||
Total liabilities measured at fair value | 12,725,000 | 14,725,000 | 15,250,000 |
Level 3 | Acquisition-related contingent consideration obligations-short term | |||
Liabilities | |||
Total liabilities measured at fair value | 7,675,000 | 4,825,000 | 13,625,000 |
Level 3 | Acquisition-related contingent consideration obligations-long term | |||
Liabilities | |||
Total liabilities measured at fair value | $ 5,050,000 | $ 9,900,000 | $ 1,625,000 |
Fair Value - Contingent Consi_2
Fair Value - Contingent Consideration (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration liability at beginning of period | $ 14,725,000 | $ 15,250,000 | $ 15,250,000 | |
Additions | 1,500,000 | 12,625,000 | $ 15,250,000 | |
Payment of contingent consideration | (12,000,000) | (13,000,000) | ||
Gain | (2,000,000) | (150,000) | ||
Contingent consideration liability at end of period | 12,725,000 | 4,750,000 | 14,725,000 | 15,250,000 |
Other current liabilities | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration liability at beginning of period | 1,000,000 | |||
Contingent consideration liability at end of period | 1,000,000 | |||
Level 3 | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration liability at beginning of period | 14,725,000 | $ 15,250,000 | 15,250,000 | |
Additions | 12,625,000 | 15,250,000 | ||
Payment of contingent consideration | (13,000,000) | |||
Gain | (150,000) | |||
Contingent consideration liability at end of period | 14,725,000 | $ 15,250,000 | ||
Level 3 | Other current liabilities | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration liability at beginning of period | 4,825,000 | |||
Contingent consideration liability at end of period | 7,675,000 | 4,825,000 | ||
Level 3 | Other long-term liabilities | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration liability at beginning of period | 9,900,000 | |||
Contingent consideration liability at end of period | $ 5,050,000 | $ 9,900,000 |
Fair Value of Assets and Liab_7
Fair Value of Assets and Liabilities - Non-financial Assets Measured on Non-recurring Basis (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Nonrecurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Goodwill (annual impairment assessment) | $ 266,790,518 | $ 202,436,212 |
Derivative Instruments and He_8
Derivative Instruments and Hedging Activities - Financial instruments (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Estimated reclassification to interest expense | $ 3,526,000 | ||
Fair value | 250,000,000 | $ 85,000,000 | |
Derivatives designated as hedging instruments | |||
Derivative financial instruments | |||
Fair Value Liability | $ (19,049,123) | ||
Derivative Assets (Liabilities), at Fair Value, Net | (8,339,288) | ||
Derivatives designated as hedging instruments | Interest rate swap agreements | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Notional amount | 250,000,000 | 250,000,000 | |
Derivatives designated as hedging instruments | Interest rate swap agreements | Other current liabilities | |||
Derivative financial instruments | |||
Fair Value Liability | (5,373,647) | ||
Derivative Assets (Liabilities), at Fair Value, Net | (2,157,324) | ||
Derivatives designated as hedging instruments | Interest rate swap agreements | Other long-term liabilities | |||
Derivative financial instruments | |||
Fair Value Liability | $ (13,675,476) | ||
Derivative Assets (Liabilities), at Fair Value, Net | (6,181,964) | ||
Derivatives not designated as hedging instruments | |||
Derivative financial instruments | |||
Fair Value Liability | (8,339,288) | ||
Derivative Assets (Liabilities), at Fair Value, Net | 546,832 | ||
Derivatives not designated as hedging instruments | Interest rate swap agreements | Prepaid and other current assets | |||
Derivative financial instruments | |||
Fair Value Liability | (2,157,324) | ||
Derivative Assets (Liabilities), at Fair Value, Net | 943,134 | ||
Derivatives not designated as hedging instruments | Interest rate swap agreements | Other current liabilities | |||
Derivative financial instruments | |||
Fair Value Liability | $ (6,181,964) | ||
Derivative Assets (Liabilities), at Fair Value, Net | $ (396,302) |
Derivative Instruments and He_9
Derivative Instruments and Hedging Activities - Effect on Accumulated Other Comprehensive Income (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain or (Loss) Recognized in OCI on Derivative | $ 10,709,835 | ||
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income | $ 707,381 | ||
Derivatives in cash flow hedging relationships | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain or (Loss) Recognized in OCI on Derivative | $ 3,469,643 | ||
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income | 932,807 | ||
Derivatives in cash flow hedging relationships | Interest expense | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain or (Loss) Recognized in OCI on Derivative | 3,469,643 | ||
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income | $ 932,807 | ||
Interest rate swap agreements | Derivatives in cash flow hedging relationships | Interest expense | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income | $ 0 |
Derivative Instruments and H_10
Derivative Instruments and Hedging Activities - Not designated (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Interest rate swap agreements | Interest expense | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain or (Loss) Recognized in Income on Derivative | $ 2,702,400 | ||
Derivatives not designated as hedging instruments | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain or (Loss) Recognized in Income on Derivative | $ (12,358,728) | $ 546,832 | |
Derivatives not designated as hedging instruments | Interest rate swap agreements | Interest expense | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain or (Loss) Recognized in Income on Derivative | $ (12,358,728) | $ 546,832 |
Deferred Financing Costs (Detai
Deferred Financing Costs (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | |
Debt Issuance Costs [Line Items] | ||||||
Balance at beginning of period | $ 7,852,982 | $ 2,258,253 | $ 2,258,253 | $ 1,342,379 | ||
Capitalized fees | 9,027,753 | 2,612,860 | ||||
Amortization | (391,591) | (136,801) | (1,311,573) | (477,781) | ||
Write-off due to debt refinancing | $ (2,121,451) | (2,121,451) | (2,121,451) | (1,219,205) | ||
Balance at end of period | 7,852,982 | 2,258,253 | ||||
Amortization expense | 391,591 | 136,801 | 1,311,573 | 477,781 | ||
Deferred financing costs expected amortization | ||||||
Deferred financing costs | $ 7,852,982 | $ 2,258,253 | 7,852,982 | 2,258,253 | $ 7,852,982 | |
2020 | 1,566,363 | |||||
2021 | 1,566,363 | |||||
2022 | 1,566,363 | |||||
2023 | 1,566,363 | |||||
2024 | 840,068 | |||||
Thereafter | $ 747,462 | |||||
Interest expense | ||||||
Debt Issuance Costs [Line Items] | ||||||
Amortization | (1,311,573) | (477,781) | ||||
Amortization expense | $ 1,311,573 | $ 477,781 |
Accounts Payable and Accrued _6
Accounts Payable and Accrued Expenses (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accounts Payable and Accrued Expenses | |||
Accounts payable | $ 105,194,402 | $ 79,237,323 | $ 70,603,562 |
Employee related accruals | 9,002,909 | 12,319,746 | 9,142,347 |
Self insurance reserves | 1,166,014 | 1,304,335 | |
Accrued interest | 4,672,868 | 4,021,660 | 404,015 |
Other | 5,983,350 | 4,104,160 | |
Accounts payable and accrued expenses | $ 136,071,887 | $ 102,728,093 | $ 85,558,419 |
Debt -Summary of long term debt
Debt -Summary of long term debt (Details) - USD ($) | 12 Months Ended | |||||||
Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2020 | Nov. 30, 2019 | Oct. 31, 2019 | Mar. 31, 2019 | Feb. 28, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | ||||||||
Debt, Gross | $ 403,475,185 | |||||||
Unamortized deferred financing fees | (6,642,490) | $ (862,243) | $ (6,322,104) | |||||
Debt, Net | 396,832,695 | 134,184,699 | 466,168,601 | |||||
Current portion | (1,721,132) | (7,089,976) | (2,615,705) | |||||
Long-term Debt, Excluding Current Maturities, Total | 395,111,563 | 127,094,723 | 463,552,896 | |||||
Interest expense related to long-term debt agreements | 27,849,699 | 7,418,959 | ||||||
Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Borrowing capacity | 425,000,000 | $ 425,000,000 | $ 175,000,000 | |||||
Secured term loans | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, Gross | 246,250,000 | 134,875,000 | 295,937,500 | |||||
Initial/credit facility term loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, Gross | 67,375,000 | 246,250,000 | ||||||
Borrowing capacity | 300,000,000 | 70,000,000 | ||||||
Delayed Draw Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, Gross | 67,500,000 | 49,687,500 | ||||||
Borrowing capacity | $ 100,000,000 | $ 50,000,000 | 50,000,000 | 80,000,000 | ||||
Revolving credit facility/revolver | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, Gross | 12,000,000 | 0 | 32,000,000 | |||||
Borrowing capacity | $ 75,000,000 | $ 25,000,000 | ||||||
New Promissory Note | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, Gross | 143,500,000 | $ 143,500,000 | ||||||
Seller note (see Note 3) | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, Gross | 1,666,667 | |||||||
Other | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, Gross | $ 58,518 | $ 171,942 | ||||||
Term Loan Promissory Note Issued May 2017 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, Gross | $ 5,979,167 |
Debt - Maturity of total debt (
Debt - Maturity of total debt (Details) | Dec. 31, 2019USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2021 | $ 1,721,132 |
2022 | 4,053 |
2024 | 2,500,000 |
2025 | 255,750,000 |
Thereafter | 143,500,000 |
Total debt maturity | $ 403,475,185 |
Debt - Credit facilities (Detai
Debt - Credit facilities (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Nov. 30, 2019 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 31, 2019 | Feb. 28, 2018 | |
Debt Instrument [Line Items] | ||||||||
Unused fee (Percentage) | 0.50% | |||||||
Repayment of loan | $ 984,480 | $ 151,916,121 | $ 194,071,757 | $ 24,830,307 | ||||
Repayment of credit facility | $ 151,875,000 | 43,500,000 | $ 59,218,647 | |||||
Debt balance outstanding | 403,475,185 | |||||||
Base rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Rate margin | 2.50% | |||||||
LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Rate margin | 3.50% | |||||||
Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Borrowing capacity | $ 425,000,000 | 425,000,000 | 425,000,000 | $ 175,000,000 | ||||
Credit facility Interest rate | 6.02% | |||||||
Secured term loans | ||||||||
Debt Instrument [Line Items] | ||||||||
Repayment of loan | 151,875,000 | |||||||
Debt balance outstanding | 295,937,500 | $ 246,250,000 | $ 134,875,000 | |||||
Initial/credit facility term loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Borrowing capacity | 300,000,000 | 300,000,000 | 70,000,000 | |||||
Repayment of loan | $ 50,000,000 | |||||||
Face amount | 300,000,000 | 300,000,000 | ||||||
Repayment of credit facility | 50,000,000 | |||||||
Debt balance outstanding | $ 246,250,000 | 67,375,000 | ||||||
Credit facility Interest rate | 4.35% | 4.55% | ||||||
Initial/credit facility term loan | June 30, 2019 through March 31, 2021 | ||||||||
Debt Instrument [Line Items] | ||||||||
Quarterly principal repayments | 1,875,000 | |||||||
Initial/credit facility term loan | June 30, 2021 through December 31, 2023 | ||||||||
Debt Instrument [Line Items] | ||||||||
Quarterly principal repayments | 3,750,000 | |||||||
Delayed Draw Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Borrowing capacity | 100,000,000 | $ 50,000,000 | $ 50,000,000 | $ 50,000,000 | 80,000,000 | |||
Unused fee (Percentage) | 0.50% | |||||||
Face amount | $ 50,000,000 | $ 0 | ||||||
Debt balance outstanding | $ 49,687,500 | 67,500,000 | ||||||
Credit facility Interest rate | 4.11% | |||||||
Availability period from closing date | 24 months | |||||||
Delayed Draw Term Loan | First Specified Repayment Period [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Quarterly principal repayments | $ 312,500 | |||||||
Delayed Draw Term Loan | Second Specified Repayment Period [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Quarterly principal repayments | 625,000 | |||||||
Revolving credit facility/revolver | ||||||||
Debt Instrument [Line Items] | ||||||||
Borrowing capacity | 75,000,000 | $ 75,000,000 | $ 25,000,000 | |||||
Unused fee (Percentage) | 0.50% | |||||||
Threshold amount to finance the working capital using the proceeds from issuance of debt. | 25,000,000 | |||||||
Threshold amount to finance permitted acquisitions | $ 50,000,000 | |||||||
Face amount | $ 20,000,000 | $ 43,500,000 | ||||||
Repayment of credit facility | $ 31,500,000 | |||||||
Debt balance outstanding | $ 32,000,000 | $ 12,000,000 | $ 0 | |||||
Credit facility Interest rate | 4.35% | |||||||
Credit facility variable Interest rates | 4.55% | |||||||
Current Borrowings available | $ 2,496,518 | |||||||
Remaining maximum borrowings available | $ 40,503,482 | $ 60,503,482 |
Debt - Notes (Details)_2
Debt - Notes (Details) - USD ($) | Mar. 20, 2019 | Mar. 31, 2019 | Feb. 28, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2013 | Dec. 31, 2017 | May 31, 2017 |
Debt Instrument [Line Items] | ||||||||||
Current tax liability associated with recapitalization | $ 5,870,000 | $ 5,870,000 | ||||||||
Indemnification asset associated with recapitalization | 5,870,000 | |||||||||
Note payable issued | 2,000,000 | |||||||||
Repayment of loan | 984,480 | $ 151,916,121 | 194,071,757 | $ 24,830,307 | ||||||
Gain (loss) on extinguishment of debt | 800,000 | |||||||||
Debt balance outstanding | 403,475,185 | |||||||||
Base rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Rate margin | 2.50% | |||||||||
LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Rate margin | 3.50% | |||||||||
New Promissory Note | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Face amount | 0 | |||||||||
Debt balance outstanding | $ 143,500,000 | $ 143,500,000 | ||||||||
New Promissory Note | Period starting on the closing date and ending on the seventh anniversary | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Interest rate | 12.00% | 12.00% | ||||||||
Interest rate payable in cash | 6.00% | 6.00% | ||||||||
Interest rate payable in kind | 6.00% | 6.00% | ||||||||
New Promissory Note | Period starting on the day after the seventh anniversary of the closing date and ending on the maturity date | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Interest rate | 15.00% | |||||||||
New Promissory Note | Period Starting On Closing Date And Ending On Third Anniversary [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Make-whole premium, as a percent | 10.00% | 10.00% | ||||||||
New Promissory Note | Period Starting On Third Anniversary And Ending Prior To Fourth Anniversary [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Make-whole premium, as a percent | 5.00% | 5.00% | ||||||||
New Promissory Note | Twelve-month LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Rate margin | 12.00% | |||||||||
New Promissory Note | Adapt Health Holdings LLC | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Note payable issued | $ 5,500,000 | |||||||||
Repayment of loan | $ 4,700,000 | |||||||||
Gain (loss) on extinguishment of debt | $ 800,000 | |||||||||
Promissory Note With Investor [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Face amount | $ 100,000,000 | $ 100,000,000 | 100,000,000 | |||||||
Promissory Note From Members Interest [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Face amount | $ 43,500,000 | $ 43,500,000 | ||||||||
Amount of shares converted | $ 43,500,000 | |||||||||
Seller note (see Note 3) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt balance outstanding | $ 1,666,667 | |||||||||
Other | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt balance outstanding | $ 58,518 | 171,942 | ||||||||
Term Loan Promissory Note Issued May 2017 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Face amount | $ 7,000,000 | |||||||||
Gain (loss) on extinguishment of debt | $ 634,038 | |||||||||
Debt balance outstanding | $ 5,979,167 |
Stockholders' Equity (Details_2
Stockholders' Equity (Details) | Nov. 08, 2019shares | Dec. 31, 2019$ / shares |
Subsidiary or Equity Method Investee [Line Items] | ||
Common stock par value | $ / shares | $ 0.0001 | |
Stock exchange ratio | 1 | |
Common units | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Number of shares converted | shares | 550,000 | |
Adapt Health Holdings LLC | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Controlling interest, as a percent | 56.00% | |
AdaptHealth Corp | Adapt Health Holdings LLC | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Percentage of economic and voting interests | 49.00% | |
AdaptHealth Corp | DFB Acquisitions Corp | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Percentage of economic and voting interests | 51.00% |
Stockholders' Equity - Net Asse
Stockholders' Equity - Net Assets Sources and Uses of Cash (Details) - USD ($) | Nov. 08, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition | |||||
Cash and cash equivalents | $ 117,000 | ||||
Sources and uses of cash in connection with the Business Combination: | |||||
Legacy AdaptHealth Holdings LLC Redemptions | $ 20,000,000 | ||||
Debt repayment | $ 984,480 | $ 151,916,121 | $ 194,071,757 | $ 24,830,307 | |
DFB Acquisitions Corp | Adapt Health Holdings LLC | |||||
Business Acquisition | |||||
Cash and cash equivalents | $ 43,911,748 | ||||
Current assets | 70,763 | ||||
Current liabilities | (11,214,503) | ||||
Net assets acquired | 32,768,008 | ||||
Sources and uses of cash in connection with the Business Combination: | |||||
DFB's cash on hand | 43,911,748 | ||||
Private Placement | 125,000,000 | ||||
Total Sources | 168,911,748 | ||||
Cash to balance sheet | 52,845,206 | ||||
Legacy AdaptHealth Holdings LLC Redemptions | 20,000,000 | ||||
Debt repayment | 81,500,000 | ||||
Transaction expenses | 14,566,542 | ||||
Total Uses | $ 168,911,748 |
Stockholders' Equity - Business
Stockholders' Equity - Business Combination and Warrants (Details) | Nov. 08, 2019Vote$ / sharesshares | Jul. 08, 2019shares | Mar. 31, 2020$ / sharesshares | Dec. 31, 2019$ / sharesshares | Jul. 07, 2019shares |
Class of Stock [Line Items] | |||||
Common stock par value | $ / shares | $ 0.0001 | ||||
Preferred Stock shares authorized | 5,000,000 | 5,000,000 | |||
Preferred Stock par values | $ / shares | $ 0.0001 | $ 0.0001 | |||
Preferred Stock issued | 0 | 0 | |||
Preferred Stock outstanding | 0 | 0 | |||
Warrants outstanding | 8,728,036 | ||||
Class A Common Stock | |||||
Class of Stock [Line Items] | |||||
Shares issued | 12,500,000 | ||||
Common stock shares authorized | 210,000,000 | 210,000,000 | |||
Common stock par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common stock shares outstanding | 40,296,166 | 43,354,251 | 40,816,292 | 31,250,000 | |
Class B Common Stock | |||||
Class of Stock [Line Items] | |||||
Common stock shares authorized | 35,000,000 | 35,000,000 | |||
Common stock par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common stock shares outstanding | 32,113,799 | 30,563,799 | 31,563,799 | ||
Private Placement [Member] | Class A Common Stock | |||||
Class of Stock [Line Items] | |||||
Shares issued | 12,500,000 | ||||
Adapt Health Holdings LLC | |||||
Class of Stock [Line Items] | |||||
Warrants outstanding | 12,666,666 | ||||
Warrant exercisable for common stock | 1 | ||||
Warrant exercisable price | $ / shares | $ 11.50 | ||||
DFB Acquisitions Corp | Adapt Health Holdings LLC | |||||
Class of Stock [Line Items] | |||||
Common stock shares authorized | 250,000,000 | ||||
Preferred Stock shares authorized | 5,000,000 | ||||
Preferred Stock par values | $ / shares | $ 0.0001 | ||||
Vote for each share | Vote | 1 | ||||
Warrants outstanding | 12,666,666 | ||||
Warrant exercisable for common stock | 1 | ||||
Warrant exercisable price | $ / shares | $ 11.50 | ||||
DFB Acquisitions Corp | Adapt Health Holdings LLC | Class A Common Stock | |||||
Class of Stock [Line Items] | |||||
Common stock shares authorized | 210,000,000 | ||||
Common stock par value | $ / shares | $ 0.0001 | ||||
DFB Acquisitions Corp | Adapt Health Holdings LLC | Class B Common Stock | |||||
Class of Stock [Line Items] | |||||
Common stock shares authorized | 35,000,000 | ||||
Common stock par value | $ / shares | $ 0.0001 |
Stockholders' Equity - Continge
Stockholders' Equity - Contingent consideration and Recapitalization (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Public ofering | |||||
Price period | 30 days | 30 days | |||
Earn-out consideration, shares per annual installment | 1,000,000 | 1,000,000 | |||
Earn-out consideration, total shares | 3,000,000 | 3,000,000 | |||
Proceeds from issuance of members' interests | $ 20,000,000 | $ 20,000,000 | $ 20,000,000 | ||
Debt repayment | $ 984,480 | 151,916,121 | 194,071,757 | $ 24,830,307 | |
Distribution to members | 250,000,000 | 250,000,000 | 250,000,000 | ||
Redemption of certain members' interests | 3,713,455 | $ 3,713,455 | $ 3,713,455 | ||
Secured term loans | |||||
Public ofering | |||||
Debt repayment | $ 151,875,000 |
Stockholders' Equity - Equity b
Stockholders' Equity - Equity based Compensation (Details) - USD ($) | 1 Months Ended | |
Jun. 30, 2019 | Apr. 30, 2018 | |
2019 Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 1 year | |
Grant date fair value | $ 4,511,120 | |
2019 Incentive Plan | Tranche 1 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percentage | 50.00% | |
2019 Incentive Plan | Tranche 2 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percentage | 50.00% | |
2018 Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant date fair value | $ 5,344,500 | |
2018 Incentive Plan | Tranche 1 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percentage | 50.00% | |
2018 Incentive Plan | Tranche 2 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percentage | 25.00% |
Stockholders' Equity - Assumpti
Stockholders' Equity - Assumptions used to determine the grant-date fair value (Details) | 1 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2019 | |
2019 Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 40.00% | |
Risk-free interest rate | 2.00% | |
Expected term | 1 year 6 months | |
Discount for lack of marketability | 25.00% | |
2018 Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 35.00% | |
Risk-free interest rate | 2.30% | |
Expected term | 1 year 6 months | |
Discount for lack of marketability | 30.00% |
Stockholders' Equity - Founder
Stockholders' Equity - Founder Shares, RSU (Details) - USD ($) | Nov. 21, 2019 | Nov. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 07, 2020 | Nov. 07, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Equity-based compensation expense | $ 2,222,609 | $ 5,223,108 | $ 11,070,075 | $ 883,373 | |||||
Senior management employees | Class A Common Stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Equity-based compensation expense | 3,195,563 | ||||||||
Share-based Payment Arrangement, Employee [Member] | Class A Common Stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Equity-based compensation expense | 313,979 | ||||||||
Shares granted per employee | 15 | ||||||||
Restricted Stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock granted | 621,123 | ||||||||
Vesting percentage | 33.33% | ||||||||
Restricted Stock | Senior management employees | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock granted | 460,000 | ||||||||
Vesting percentage | 25.00% | ||||||||
Grant date fair value | $ 3,730,600 | ||||||||
Restricted Stock | Executive | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock granted | 410,000 | ||||||||
Number of trading days | 10 days | ||||||||
Grant date fair value | $ 1,193,100 | ||||||||
2019 Incentive Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares authorized for issuance | 8,000,000 | 8,000,000 | |||||||
Grant date fair value | $ 4,511,120 |
Stockholders' Equity - Equity_2
Stockholders' Equity - Equitybased Compensation - Stock Options (Details) - Options - USD ($) | Nov. 21, 2019 | Mar. 31, 2020 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted | 3,416,666 | ||
Options granted, exercise price | $ 11.50 | ||
Vesting percentage | 33.33% | 50.00% | |
Grant date value | $ 7,248,653 | $ 7,248,653 | |
Expected volatility | 35.90% | ||
Risk-free interest rate | 1.70% | ||
Expected term | 6 years |
Stockholders' Equity - Equity_3
Stockholders' Equity - Equitybased Compensation - Other Details (Details) - USD ($) | Dec. 16, 2019 | Nov. 21, 2019 | Jun. 30, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Equity-based compensation expense | $ 2,222,609 | $ 5,223,108 | $ 11,070,075 | $ 883,373 | |||
Accelerated vesting cost | 4,894,720 | 2,694,201 | |||||
Award modification cost | 2,200,519 | ||||||
Unrecognized compensation expense | $ 20,025,505 | $ 12,197,387 | |||||
Recognition period | 2 years 9 months 18 days | 2 years 9 months 18 days | |||||
2019 Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Grant date fair value | $ 4,511,120 | ||||||
Stock are available for issuance | 3,037,761 | 3,682,084 | |||||
Restricted Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 621,123 | ||||||
Vesting percentage | 33.33% | ||||||
Restricted Stock | Senior management employees | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 460,000 | ||||||
Vesting percentage | 25.00% | ||||||
Grant date fair value | $ 3,730,600 | ||||||
Restricted Stock | Non-employee board members | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 31,250 | ||||||
Grant date fair value | $ 333,125 |
Net Income (Loss)Per Common Sha
Net Income (Loss)Per Common Share (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator: | ||||
Net Income (Loss) Attributable to Parent | $ (158,162) | $ (5,800,317) | $ (14,995,895) | $ 23,260,347 |
Weighted average shares outstanding for net income (loss) attributable to AdaptHealth Corp.: | ||||
Basic and diluted weighted average shares outstanding | 41,976,560 | 13,863,570 | 22,557,213 | 11,899,898 |
Basic and diluted net (loss) income per share attributable to Class A shareholders | $ (0.66) | $ 1.95 |
Leases - Capital leases (Deta_2
Leases - Capital leases (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Capital Leased Assets [Line Items] | ||||
Interest expense related to capital leases | $ 16,305 | $ 35,083 | $ 161,629 | $ 287,210 |
Future annual minimum payments required under lease obligations | ||||
2021 | 20,442,099 | 19,813,539 | ||
2022 | 215,164 | 255,652 | ||
Total | 20,657,263 | 20,069,191 | ||
Less amount representing interest | (70,192) | (86,198) | ||
Capital lease obligations | 20,587,071 | 19,982,993 | ||
Current portion | (20,421,195) | (19,749,854) | (20,814,404) | |
Noncurrent | 165,876 | 233,139 | 172,467 | |
Equipment under capital leases | ||||
Equipment under capital leases | ||||
Cost of equipment under capital leases | 40,600,000 | 39,100,000 | 29,300,000 | |
Accumulated depreciation of equipment under capital leases | $ 12,200,000 | $ 11,700,000 | $ 8,800,000 | |
Minimum | ||||
Capital Leased Assets [Line Items] | ||||
Interest rates | 0.00% | |||
Maximum | ||||
Capital Leased Assets [Line Items] | ||||
Interest rates | 10.20% |
Lease Commitments (Details)
Lease Commitments (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Lease Commitments | ||||
Deferred rent | $ 1,180,874 | $ 1,124,702 | $ 741,167 | |
Rent expense | $ 3,505,955 | $ 2,351,566 | $ 10,281,541 | $ 6,393,522 |
Lease Commitments - Minimum Ann
Lease Commitments - Minimum Annual Lease Commitments (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
2020 | $ 16,547,233 | $ 12,291,753 |
2021 | 11,746,784 | 7,811,982 |
2022 | 9,823,064 | 5,632,124 |
2023 | 8,316,930 | 4,492,642 |
2024 | 6,390,029 | 3,082,588 |
Thereafter | 17,668,659 | 4,036,732 |
Lease commitments | $ 70,492,699 | $ 37,347,821 |
Retirement Plans (Details)
Retirement Plans (Details) | 12 Months Ended | |
Dec. 31, 2019USD ($)item | Dec. 31, 2018USD ($) | |
Retirement Plans | ||
Number of plans administered by others | item | 1 | |
Matching or profit sharing expense | $ | $ 0 | $ 0 |
Self Insured Plans (Details)
Self Insured Plans (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Self Insured Plans | ||
Stop-loss threshold | $ 175,000 | $ 150,000 |
Liability for claims incurred but not reported | $ 1,166,014 | $ 1,304,335 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Commitments and Contingencies. | ||
Accrual related to lawsuits, claims, investigations and proceedings | $ 0 | $ 0 |
Related Party Transactions (D_2
Related Party Transactions (Details) | Nov. 09, 2019USD ($) | Feb. 29, 2020USD ($) | Mar. 31, 2020USD ($)item | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($)item | Dec. 31, 2018USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2017USD ($) |
Related Party Transaction [Line Items] | ||||||||
Proceeds from sale of investment | $ 2,045,701 | |||||||
Forgiveness of employee loan | $ 965,550 | |||||||
Gain (loss) on extinguishment of debt | $ 800,000 | |||||||
Investor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Loan from related party | $ 143,500,000 | $ 143,500,000 | ||||||
Vendor one | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of executives | item | 2 | 2 | ||||||
Ownership interest, as a percent | 1.00% | 1.00% | ||||||
Expense for related party | $ 1,456,501 | $ 779,110 | $ 4,488,080 | 1,905,454 | ||||
Carrying value | $ 1,455,000 | 1,455,000 | ||||||
Proceeds from sale of investment | 2,045,701 | |||||||
Gain on sale of investment | $ 590,701 | |||||||
Ocean Home Health Supply | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expense for related party | $ 0 | $ 2,287,909 | ||||||
Term of agreement | 1 year | |||||||
Members of AdaptHealth Holdings | ||||||||
Related Party Transaction [Line Items] | ||||||||
Loan from related party | $ 8,642,144 | |||||||
Outstanding balance due to related party | $ 1,123,181 | |||||||
Amount borrowed by related party | $ 965,550 | |||||||
Interest rate | 1.90% | |||||||
Forgiveness of employee loan | $ 965,550 | |||||||
Gain (loss) on extinguishment of debt | $ 345,686 | |||||||
Vendor two | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of executives | item | 2 | 2 | ||||||
Ownership interest, as a percent | 1.00% | 1.00% | ||||||
Expense for related party | $ 544,449 | $ 450,000 | $ 1,964,266 | $ 1,636,919 | ||||
Subsequent Event | Vendor one | ||||||||
Related Party Transaction [Line Items] | ||||||||
Proceeds from sale of investment | 2,045,701 | |||||||
Gain on sale of investment | $ 590,701 |
Income Taxes - Current and Defe
Income Taxes - Current and Deferred Income Tax Expense (Benefit) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current: | ||||
Federal | $ (961,588) | |||
State | 1,222,292 | $ 778,190 | ||
Current income tax (benefit) expense | 260,704 | 778,190 | ||
Deferred: | ||||
Federal | 673,664 | (1,549,549) | ||
State | 221,634 | (1,326,346) | ||
Deferred income tax (benefit) expense | 895,298 | (2,875,895) | ||
Total income tax (benefit) expense | $ 1,106,722 | $ 2,418,441 | $ 1,156,002 | $ (2,097,705) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes | ||
Federal tax at statutory rate | 21.00% | 21.00% |
Nontaxable income | (46.60%) | 0.80% |
State income taxes, net of federal benefit | (9.60%) | (3.20%) |
Change in valuation allowance | 5.30% | (32.30%) |
Net operating loss writeoffs | 3.60% | |
Deferred adjustments | 18.10% | |
Other | 1.90% | 0.70% |
Effective income tax rate | (9.90%) | (9.40%) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred income tax assets: | ||
Accounts receivable | $ 3,188,976 | $ 1,575,902 |
Goodwill | 4,805,554 | 5,401,652 |
Investment in Partnership | 41,745,232 | |
Inventory | 60,677 | 54,239 |
Accruals | 249,595 | 615,327 |
Net operating losses and credits | 3,494,969 | 4,986,913 |
Charitable contribution | 16,942 | 16,420 |
Start-up / organizational costs | 509,221 | |
AMT credit | 208,056 | 208,056 |
Total deferred income tax assets | 54,279,222 | 12,858,509 |
Valuation Allowance | (22,502,544) | 0 |
Net deferred income tax assets | 31,776,678 | 12,858,509 |
Deferred income tax liabilities: | ||
Equipment and other fixed assets | (4,271,299) | (3,779,319) |
Total deferred income tax liabilities | (4,271,299) | (3,779,319) |
Noncurrent net deferred income tax assets | $ 27,505,379 | $ 9,079,190 |
Income Taxes (Details)_2
Income Taxes (Details) - USD ($) | Nov. 08, 2019 | Dec. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Income Taxes | ||||||
Income Tax Expense (Benefit) | $ 1,106,722 | $ 2,418,441 | $ 1,156,002 | $ (2,097,705) | ||
Uncertain tax positions | $ 0 | $ 0 | 0 | 0 | ||
Increase in tax basis step-up, goodwill | $ 33,600,000 | 6,000,000 | ||||
Tax Receivable Agreement, payout percentage | 85.00% | 85.00% | ||||
Increase in liability due to additional exchanges | $ 4,000,000 | |||||
Increase in deferred tax asset | 6,500,000 | |||||
Liability related to TRA | $ 14,800,000 | 10,800,000 | ||||
Federal | ||||||
Income Taxes | ||||||
Operating loss carryforwards | 10,277,179 | 10,277,179 | 14,600,577 | |||
State and local | ||||||
Income Taxes | ||||||
Operating loss carryforwards | $ 21,864,894 | $ 21,864,894 | $ 32,963,779 |
Subsequent Events (Details)_2
Subsequent Events (Details) | Mar. 02, 2020USD ($) | Feb. 28, 2020USD ($) | Jan. 01, 2020USD ($) | Apr. 30, 2020USD ($)itemshares | Jan. 31, 2020shares | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Mar. 31, 2020USD ($) |
Subsequent Event | |||||||||
Repayment of credit facility | $ 151,875,000 | $ 43,500,000 | $ 59,218,647 | ||||||
Business Combination, Contingent Consideration, Liability | $ 4,750,000 | $ 14,725,000 | $ 15,250,000 | $ 12,725,000 | |||||
Subsequent Event | |||||||||
Subsequent Event | |||||||||
CARES Act Recoupable Advance Payment | $ 47,000,000 | ||||||||
CARES Act Provider Relief Funds | $ 17,000,000 | ||||||||
CARES Act FICA Tax Deferral, Number Of Installments | item | 2 | ||||||||
Repayment of credit facility | $ 20,000,000 | ||||||||
Warrants exercised | shares | 109,983 | 3,050,746 | |||||||
Proceeds from exercise of warrants | $ 1,264,804 | ||||||||
Subsequent Event | Advanced Home Care Inc [Member] | |||||||||
Subsequent Event | |||||||||
Contingent Consideration Period For Measurement | 6 months | ||||||||
Business Combination, Contingent Consideration, Liability | $ 9,000,000 | ||||||||
Payments to Acquire Businesses, Gross | 52,526,604 | ||||||||
Proceeds from (Repayments of) Debt | 50,000,000 | ||||||||
Total Merger Consideration | 67,516,604 | ||||||||
Business Combination, Escrow Payment | $ 5,990,000 | ||||||||
Subsequent Event | NRE Holding Corporation (NRE) /PCS | |||||||||
Subsequent Event | |||||||||
Business Combination, Contingent Consideration, Liability | $ 1,500,000 | ||||||||
Payments to Acquire Businesses, Gross | $ 15,000,000 | ||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||||||||
Subsequent Event | Healthline Medical Equipment LLC [Member] | |||||||||
Subsequent Event | |||||||||
Payments to Acquire Businesses, Gross | $ 29,433,188 | ||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||||||||
Total Merger Consideration | $ 38,433,188 | ||||||||
Number Of Trading Days | 20 days | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 6,000,000 | ||||||||
Business Combination, Escrow Payment | $ 3,000,000 | ||||||||
Subsequent Event | Class A Common Stock | |||||||||
Subsequent Event | |||||||||
Number of shares converted | shares | 1,953,549 | 500,000 | |||||||
Shares obtained through exercise of warrants | shares | 109,983 | 857,990 | |||||||
Subsequent Event | Class B Common Stock | |||||||||
Subsequent Event | |||||||||
Number of shares converted | shares | 1,953,549 | 500,000 |
Uncategorized Items - ahco-2020
Label | Element | Value |
Shares Issued During Period, Shares, Shares Exchanged | ahco_SharesIssuedDuringPeriodSharesSharesExchanged | 3,480,466 |
Shares Issued During Period, Shares, Shares Exchanged | ahco_SharesIssuedDuringPeriodSharesSharesExchanged | 550,000 |