Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 05, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2021 | |
Entity File Number | 001-38399 | |
Entity Registrant Name | AdaptHealth Corp. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-3677704 | |
Entity Address, Address Line One | 220 West Germantown Pike | |
Entity Address, Address Line Two | Suite 250 | |
Entity Address, City or Town | Plymouth Meeting | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 19462 | |
City Area Code | 610 | |
Local Phone Number | 630-6357 | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | AHCO | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001725255 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 129,244,574 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 132,137 | $ 99,962 |
Accounts receivable | 260,761 | 171,065 |
Inventory | 75,487 | 58,783 |
Prepaid and other current assets | 35,117 | 33,441 |
Total current assets | 503,502 | 363,251 |
Equipment and other fixed assets, net | 298,537 | 110,468 |
Goodwill | 3,142,076 | 998,810 |
Identifiable intangible assets, net | 245,239 | 116,061 |
Other assets | 19,204 | 16,483 |
Deferred tax assets | 311,510 | 208,399 |
Total Assets | 4,520,068 | 1,813,472 |
Current liabilities: | ||
Accounts payable and accrued expenses | 305,928 | 254,212 |
Current portion of capital lease obligations | 20,162 | 22,282 |
Current portion of long-term debt | 17,500 | 8,146 |
Contract liabilities | 25,168 | 11,043 |
Other liabilities | 108,279 | 89,524 |
Contingent consideration common shares liability | 36,103 | 36,846 |
Total current liabilities | 513,140 | 422,053 |
Long-term debt, less current portion | 1,748,829 | 776,568 |
Other long-term liabilities | 322,475 | 186,470 |
Long term portion of contingent consideration common shares liability | 32,409 | 33,631 |
Warrant liability | 110,737 | 113,905 |
Total Liabilities | 2,727,590 | 1,532,627 |
Commitments and contingencies (note 14) | ||
Stockholders' Equity | ||
Preferred Stock, par value of $0.0001 per share, 5,000,000 shares authorized; 124,060 and 163,560 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | 1 | 1 |
Additional paid-in capital | 1,993,962 | 558,486 |
Accumulated deficit | (203,162) | (199,196) |
Accumulated other comprehensive income | (2,535) | (4,411) |
Total stockholders' equity attributable to AdaptHealth Corp. | 1,788,279 | 354,889 |
Noncontrolling interest in subsidiaries | 4,199 | (74,044) |
Total Stockholders' Equity | 1,792,478 | 280,845 |
Total Liabilities and Stockholders' Equity | 4,520,068 | 1,813,472 |
Class A Common Stock | ||
Stockholders' Equity | ||
Common stock | $ 13 | 8 |
Class B Common Stock | ||
Stockholders' Equity | ||
Common stock | $ 1 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 124,060 | 163,560 |
Preferred stock, shares outstanding (in shares) | 124,060 | 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) | 129,386,009 | 76,457,439 |
Common stock, shares outstanding (in shares) | 129,386,009 | 76,457,439 |
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) | 0 | 13,218,758 |
Common stock, shares outstanding (in shares) | 0 | 13,218,758 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue: | ||
Net revenue | $ 482,119 | $ 191,439 |
Revenue, Product and Service [Extensible List] | us-gaap:HealthCarePatientServiceMember | us-gaap:HealthCarePatientServiceMember |
Costs and expenses: | ||
Cost of net revenue | $ 396,698 | $ 167,630 |
Cost, Product and Service [Extensible List] | us-gaap:HealthCarePatientServiceMember | us-gaap:HealthCarePatientServiceMember |
General and administrative expenses | $ 56,632 | $ 14,347 |
Depreciation and amortization, excluding patient equipment depreciation | 13,380 | 1,242 |
Total costs and expenses | 466,710 | 183,219 |
Operating income | 15,409 | 8,220 |
Interest expense, net | 22,185 | 7,938 |
Loss on extinguishment of debt | 4,213 | |
Change in fair value of contingent consideration - common shares liability | (1,965) | 16,367 |
Change in fair value of warrant liability | (3,168) | 36,100 |
Other income, net | (519) | (1,091) |
Loss before income taxes | (5,337) | (51,094) |
Income tax (benefit) expense | (1,695) | (1,641) |
Net loss | (3,642) | (49,453) |
Income attributable to noncontrolling interest | 324 | (14,902) |
Net loss attributable to AdaptHealth Corp. | $ (3,966) | $ (34,551) |
Weighted average shares outstanding for net loss attributable to AdaptHealth Corp.: | ||
Basic | 111,109 | 41,977 |
Diluted | 115,995 | 41,977 |
Net loss per common share: | ||
Basic | $ (0.04) | $ (0.82) |
Diluted | $ (0.08) | $ (0.82) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Consolidated Statements of Comprehensive Income (Loss) | ||
Net loss | $ (3,642) | $ (49,453) |
Other comprehensive income (loss): | ||
Interest rate swap agreements, inclusive of reclassification adjustment | 1,876 | (11,417) |
Comprehensive loss | (1,766) | (60,870) |
Net income (loss) attributable to noncontrolling interests | 324 | (14,902) |
Comprehensive loss attributable to AdaptHealth Corp. | $ (2,090) | $ (45,968) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Class A Common StockCommon StockPublic Offering [Member] | Class A Common StockCommon Stock | Class A Common StockAdditional paid-in capital | Class A Common Stock | Class B Common StockCommon Stock | Series C Preferred Stock [Member]Preferred Stock | Series C Preferred Stock [Member]Additional paid-in capital | Series C Preferred Stock [Member] | Preferred Stock | Additional paid-in capitalPublic Offering [Member] | Additional paid-in capital | Accumulated Deficit | Accumulated other comprehensive income | Noncontrolling interests in subsidiaries | Public Offering [Member] | Total |
Balance at beginning of period at Dec. 31, 2019 | $ 4 | $ 3 | $ (40,258) | $ 1,431 | $ (26,963) | $ (65,783) | ||||||||||
Shares, Outstanding, Beginning Balance at Dec. 31, 2019 | 40,816,000 | 31,564,000 | ||||||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||||||||||||||||
Issuance of stock for acquisitions | $ 6,248 | 6,248 | ||||||||||||||
Issuance of stock options for acquisition | $ 387 | |||||||||||||||
Exchange of Class B Common Stock for Class A Common Stock | (361) | 361 | ||||||||||||||
Exchange of Class B Common Stock for Class A Common Stock (in shares) | 1,000,000 | (1,000,000) | ||||||||||||||
Exercise of warrants | 15,273 | 15,273 | ||||||||||||||
Exercise of warrants (in shares) | 1,092,000 | |||||||||||||||
Equity-based compensation | 2,223 | 2,223 | ||||||||||||||
Equity-based compensation (in shares) | 59,000 | |||||||||||||||
Net loss | (34,551) | (14,902) | (49,453) | |||||||||||||
Equity activity resulting from Tax Receivable Agreement | 2,483 | 2,483 | ||||||||||||||
Change in fair value of interest rate swaps, inclusive of reclassification adjustment | (6,570) | (4,847) | (11,417) | |||||||||||||
Warrant liability adjustment | 15,273 | |||||||||||||||
Balance at end of period at Mar. 31, 2020 | $ 4 | $ 3 | 25,866 | (74,809) | (5,139) | (46,351) | (100,426) | |||||||||
Shares, Outstanding, Ending Balance at Mar. 31, 2020 | 43,354,000 | 30,564,000 | ||||||||||||||
Balance at beginning of period at Dec. 31, 2019 | $ 4 | $ 3 | (40,258) | 1,431 | (26,963) | $ (65,783) | ||||||||||
Shares, Outstanding, Beginning Balance at Dec. 31, 2019 | 40,816,000 | 31,564,000 | ||||||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||||||||||||||||
Issuance of Class A Common Stock in connection with Contingent Consideration Shares (in shares) | 1,000,000 | |||||||||||||||
Balance at end of period at Dec. 31, 2020 | $ 8 | $ 1 | $ 1 | 558,486 | (199,196) | (4,411) | (74,044) | $ 280,845 | ||||||||
Shares, Outstanding, Ending Balance at Dec. 31, 2020 | 76,458,000 | 13,219,000 | 164,000 | |||||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||||||||||||||||
Issuance of stock for acquisitions | $ 2 | $ 564,986 | $ 564,988 | $ 523,856 | $ 523,856 | |||||||||||
Issuance of stock options for acquisition | 134,683 | 134,683 | ||||||||||||||
Issuance of stock for acquisitions (in shares) | 14,092,000 | 130,000 | ||||||||||||||
Sale of stock, net of offering costs | $ 1 | $ 265,017 | $ 265,018 | |||||||||||||
Sale of stock (in shares) | 8,450,000 | |||||||||||||||
Exchange of Class B Common Stock for Class A Common Stock | $ 1 | $ (1) | (77,919) | 77,919 | 77,900 | |||||||||||
Exchange of Class B Common Stock for Class A Common Stock (in shares) | 13,219,000 | (13,219,000) | ||||||||||||||
Exchange of Class A Common Stock for Series B-1 Preferred Stock (in shares) | 3,950,000 | |||||||||||||||
Cashless exercise of options (in shares) | 9,000 | |||||||||||||||
Equity-based compensation | 8,582 | 8,582 | ||||||||||||||
Equity-based compensation (in shares) | 172,000 | |||||||||||||||
Conversion of Series B-1 Preferred Stock to Class A Common Stock (in shares) | 3,950,000 | (40,000) | ||||||||||||||
Conversion of Series C-1 Preferred Stock to Class A Common Stock | $ (1) | 1 | ||||||||||||||
Conversion Of Series C-1 Preferred Stock to Class A Common Stock (in shares) | 13,047,000 | (130,000) | ||||||||||||||
Class A Common Stock issued in connection with Employee Stock Purchase Plan | 314 | 314 | ||||||||||||||
Class A Common Stock issued in connection with Employee Stock Purchase Plan (in shares) | 8,000 | |||||||||||||||
Net loss | (3,966) | 324 | (3,642) | |||||||||||||
Equity activity resulting from Tax Receivable Agreement | 16,768 | 16,768 | ||||||||||||||
Other | (810) | (810) | ||||||||||||||
Other (in shares) | (19,000) | |||||||||||||||
Change in fair value of interest rate swaps, inclusive of reclassification adjustment | 1,876 | 1,876 | ||||||||||||||
Balance at end of period at Mar. 31, 2021 | $ 13 | $ 1 | $ 1,993,962 | $ (203,162) | $ (2,535) | $ 4,199 | $ 1,792,478 | |||||||||
Shares, Outstanding, Ending Balance at Mar. 31, 2021 | 129,386,000 | 124,000 |
Consolidated Statements Of Ch_2
Consolidated Statements Of Changes in Stockholders' Equity (Deficit) (Parenthetical) - USD ($) $ in Thousands | Jan. 08, 2021 | Mar. 31, 2021 |
Offering costs | $ 13,832 | |
Public Offering [Member] | ||
Offering costs | $ 13,800 | $ 13,832 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (3,642) | $ (49,453) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization, including patient equipment depreciation | 36,884 | 16,740 |
Equity-based compensation | 8,582 | 2,223 |
Change in fair value of contingent consideration - common shares liability | (1,965) | 16,367 |
Change in fair value of warrant liability | (3,168) | 36,100 |
Deferred income tax (benefit) expense | (1,695) | (2,269) |
Change in fair value of interest rate swaps, net of reclassification adjustment | (709) | (707) |
Change in fair value of contingent consideration | 183 | (2,000) |
Amortization of intangible assets | 10,322 | 0 |
Amortization of deferred financing costs | 894 | 392 |
Imputed interest expense | 83 | |
Write-off of deferred financing costs | 4,213 | |
Gain on sale of investment | (591) | |
Changes in operating assets and liabilities, net of effects from acquisitions: | ||
Accounts receivable | (7,344) | (20,458) |
Inventory | 16,444 | 51 |
Prepaid and other assets | 2,589 | 3,909 |
Accounts payable and accrued expenses and other current liabilities | (43,291) | 24,076 |
Net cash provided by operating activities | 18,380 | 24,380 |
Cash flows from investing activities: | ||
Payments for business acquisitions, net of cash acquired | (1,178,168) | (105,841) |
Purchases of equipment and other fixed assets | (35,596) | (7,534) |
Proceeds from sale of investment | 2,046 | |
Net cash used in investing activities | (1,213,764) | (111,329) |
Cash flows from financing activities: | ||
Proceeds from borrowings on long-term debt and lines of credit | 795,000 | 70,000 |
Repayments on long-term debt and lines of credit | (303,771) | (984) |
Proceed from issuance/sale of Class A Common Stock | 278,850 | |
Proceeds from the issuance of senior unsecured notes | 500,000 | |
Payments on capital leases | (9,854) | (10,781) |
Payments for equity issuance costs | (13,832) | |
Payments of deferred financing costs | (16,148) | |
Proceeds received in connection with employee stock purchase plan | 314 | |
Payments for tax withholdings from equity-based compensation activity, net | (810) | |
Payment of deferred purchase price in connection with an acquisition | (2,190) | |
Net cash provided by financing activities | 1,227,559 | 58,235 |
Net increase in cash and cash equivalents | 32,175 | (28,714) |
Cash and cash equivalents - beginning of the period | 99,962 | 76,878 |
Cash and cash equivalents - end of the period | 132,137 | 48,164 |
Supplemental disclosures: | ||
Cash paid for interest | 16,188 | 7,704 |
Cash paid for income taxes | 2,802 | 2,086 |
Noncash investing and financing activities: | ||
Equipment acquired under capital lease obligations | 7,445 | 9,758 |
Unpaid equipment and other fixed asset purchases at end of year | 19,200 | 7,814 |
Equity consideration issued in connection with acquisitions | 1,223,527 | 6,248 |
Deferred purchase price in connection with acquisitions | 423 | $ 14 |
Public Offering [Member] | ||
Cash flows from financing activities: | ||
Payments for equity issuance costs | $ (13,832) |
General Information
General Information | 3 Months Ended |
Mar. 31, 2021 | |
General Information | |
General Information | (1) General Information AdaptHealth Corp. and subsidiaries (AdaptHealth or the Company), f/k/a DFB Healthcare Acquisitions Corp. (DFB), is a national leader in providing patient-centered, healthcare-at-home solutions including home medical equipment, medical supplies, and related services. AdaptHealth focuses primarily on providing (i) sleep therapy equipment, supplies and related services (including CPAP and bi PAP services) to individuals suffering from obstructive sleep apnea (OSA), (ii) medical devices and supplies to patients for the treatment of diabetes (including continuous glucose monitors (CGM) and insulin pumps), (iii) home medical equipment (HME) to patients discharged from acute care and other facilities, (iv) oxygen and related chronic therapy services in the home, and (v) other HME medical devices and supplies on behalf of chronically ill patients with wound care, urological, incontinence, ostomy and nutritional supply needs. AdaptHealth services beneficiaries of Medicare, Medicaid and commercial 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. 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/A for the year ended December 31, 2020. 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/A for the year ended December 31, 2020. (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. We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of our Class A Common Stock that is held by non-affiliates exceeds $700 million as of June 30 of that fiscal year, (ii) the last day of the fiscal year in which we have total annual gross revenue of $1.07 billion or more during such fiscal year, (iii) the date on which we have issued more than $1.0 billion in non-convertible debt in the prior three-year period or (iv) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock in the IPO, which would be December 31, 2023. The Company generated net revenue for the year ended December 31, 2020 of $1.06 billion. If the Company continues to expand its business through acquisitions and/or continues to grow revenues organically, or if the Company continues to issue debt, including to fund such acquisitions, it may cease to be an emerging growth company prior to December 31, 2023. For instance, the Company expects to exceed $1.07 billion in revenue for the year ended December 31, 2021, meaning it would no longer be an emerging growth company as of December 31, 2021. In addition, the Company may no longer qualify as an emerging growth company as of December 31, 2021 due to the market value of its Class A Common Stock that is held by non-affiliates, assuming no material decline in the market price of its Class A Common Stock as of June 30, 2021. (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, warrant liability and long-lived assets, including goodwill and identifiable intangible assets. Actual results could differ from those estimates. (e) Valuation of Goodwill The Company has a significant amount of goodwill on its balance sheet that resulted from the business acquisitions the Company has made in recent years. Goodwill is not amortized and is 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. The Company first assesses qualitative factors to determine whether it is necessary to perform quantitative goodwill impairment testing. If determined necessary, the Company applies the quantitative impairment test to identify and measure the amount of impairment, if any. (f) Impairment of Long Lived Assets The Company’s long lived assets, such as equipment and other fixed assets and definite-lived identifiable intangible 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. Definite-lived identifiable intangible assets consist of tradenames, payor contracts, contractual rental agreements and developed technology. These assets are amortized using the straight-line method over their estimated useful lives, which reflects the pattern in which the economic benefits of the assets are expected to be consumed. These assets are tested for impairment consistent with the Company’s long-lived assets. The following table summarizes the useful lives of the identifiable intangible assets acquired: Tradenames 5 10 years Payor contracts 10 years Contractual rental agreements 2 years Developed technology 5 years The Company did not incur any impairment charges on long-lived assets for the three months ended March 31, 2021 and 2020. 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. (g) Business Segment The Company’s chief operating decision-makers are its Co-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. (h) Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , which requires lessees to recognize leases on its-balance sheet and disclose key information about leasing arrangements. Under the new guidance, lessees are required to recognize a lease liability, which represents the discounted obligation to make future minimum lease payments, and a corresponding right-of-use (ROU) asset on the balance sheet for most leases. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The Company expects to elect the “package of practical expedients” under the new standard, which, among other things, permits lease agreements that are twelve months or less to be excluded from the balance sheet, and permits the Company not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company will adopt the new standard during the year ended December 31, 2021. The Company expects to adopt this guidance using a modified retrospective transition approach by applying the new standard to all leases existing at the date of initial application, and will recognize a cumulative-effect adjustment to the opening balance of accumulated deficit in the period of adoption. The Company expects that this standard will have a material effect on its consolidated financial statements. While the Company continues to assess all of the effects of adoption, it currently believes the most significant effects relate to the recognition of new ROU assets and lease liabilities on its consolidated balance sheet for its real estate operating leases, and providing significant new disclosures about its leasing activities. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) (i) Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. |
Revenue Recognition and Account
Revenue Recognition and Accounts Receivable | 3 Months Ended |
Mar. 31, 2021 | |
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 service. 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 when control of the promised good or service is transferred to customers, which is generally upon shipment for direct to consumer supplies and upon delivery to the home for durable medical equipment. The Company provides certain equipment to patients which is reimbursed periodically in fixed monthly payments for as long as the patient is using the equipment and medical necessity continues (in certain cases, the fixed monthly payments are capped at a certain amount). The equipment provided to the patient is based upon medical necessity as documented by prescriptions and other documentation received from the patient’s physician. The patient generally does not negotiate or 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 experiences some seasonality. Its patients are generally responsible for a greater percentage of the cost of their treatment or therapy during the early months of the year due to co-insurance, co-payments and deductibles, and therefore may defer treatment and services of certain therapies until meeting their annual deductibles. In addition, changes to employer insurance coverage often go into effect at the beginning of each calendar year which may impact eligibility requirements and delay or defer treatment. 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. The Company recognizes revenue in the consolidated statements of operations and contract assets on the consolidated balance sheets only when services have been provided. Since the Company has performed its obligation under the contract, it has unconditional rights to the consideration recorded as contract assets and therefore classifies those billed and unbilled contract assets as accounts receivable. Fixed monthly payments that the Company receives from customers in advance of providing services represent contract liabilities. Such payments primarily relate to patients who are billed monthly in advance and are recognized over the period as earned. The Company disaggregates net revenue from contracts with customers by payor type and by core service lines. The Company believes that disaggregation of net revenue into these categories depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The payment terms and conditions within the Company’s revenue-generating contracts vary by payor type and payor source. The composition of net revenue by payor type for the three months ended March 31, 2021 and 2020 are as follows (in thousands): Three Months Ended March 31, 2021 2020 Insurance $ 290,010 $ 114,451 Government 133,730 51,245 Patient pay 58,379 25,743 Net revenue $ 482,119 $ 191,439 The composition of net revenue by core service lines for the three months ended March 31, 2021 and 2020 are as follows (in thousands): Three Months Ended March 31, 2021 2020 Net sales revenue: Sleep $ 128,682 $ 68,894 Diabetes 95,017 5,307 Supplies to the home 41,363 28,032 Respiratory 5,621 2,768 HME 24,156 11,579 Other 22,426 12,393 Total net sales revenue $ 317,265 $ 128,973 Net revenue from fixed monthly equipment reimbursements: Sleep $ 48,109 $ 22,669 Diabetes 2,853 — Respiratory 83,454 25,007 HME 20,380 12,177 Other 10,058 2,613 Total net revenue from fixed monthly equipment reimbursements $ 164,854 $ 62,466 Total net revenue: Sleep $ 176,791 $ 91,563 Diabetes 97,870 5,307 Supplies to the home 41,363 28,032 Respiratory 89,075 27,775 HME 44,536 23,756 Other 32,484 15,006 Total net revenue $ 482,119 $ 191,439 In response to the COVID-19 pandemic and the National Emergency Declaration, dated March 13, 2020, the Company increased its cash liquidity by, among other things, seeking recoupable advance payments of $45.8 million made available by CMS under the CARES Act legislation, which was received in April 2020. In addition, in connection with an acquisition completed prior to March 31, 2021, the Company assumed a liability of $3.7 million relating to funds received by the acquired company prior to the date of acquisition for CMS recoupable advance payments. At March 31, 2021, the Company has deferred a total of $49.5 million related to CMS recoupable advance payments, which is included in other current liabilities in the consolidated balance sheet as of March 31, 2021. The recoupment of the advance payments by CMS has begun in April 2021 and is being applied to services provided and revenue recognized during the period in which the recoupment occurs. 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. 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. At March 31, 2021 and December 31, 2020, the Company recorded unbilled accounts receivables of $13.8 million and $20.2 million, respectively. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | (3) Acquisitions During the three months ended March 31, 2021 and 2020, the Company completed several acquisitions to strengthen its current market share in existing markets or to expand into new markets. Each of the Company’s acquisitions was accounted for using the acquisition method pursuant to the requirements of FASB ASC Topic 805, Business Combinations Three Months Ended March 31, 2021 On February 1, 2021, the Company acquired 100% of the equity interests of AeroCare Holdings, Inc. (AeroCare). AeroCare is a leading national technology-enabled respiratory and home medical equipment distribution platform in the United States and offers a comprehensive suite of direct-to-patient equipment and services including CPAP and BiPAP machines, oxygen concentrators, home ventilators, and other durable medical equipment products. The total consideration consisted of (i) a cash payment of approximately $1.1 billion at closing, (ii) the issuance of 13,992,615 shares of the Company’s Class A Common Stock at closing, (iii) the issuance of 130,474.73 shares of the Company’s Series C Convertible Preferred Stock at closing, and (iv) the issuance of 3,959,892 options to purchase shares of the Company’s Class A Common Stock in the future, which had a weighted-average exercise price of $6.24 per share and a weighted-average remaining exercise period of approximately 7 years from the date of closing. Refer to Note 10, Stockholders’ Equity – Preferred Stock In addition, during the three months ended March 31, 2021, the Company acquired 100% of the equity interests of two providers of home medical equipment, and acquired certain assets of the durable medical equipment business of a provider of home medical equipment. The Company allocated the consideration paid for these acquisitions to the estimated fair values of the net assets acquired on a provisional basis, including $1.6 million to cash, $6.4 million to accounts receivable, $5.4 million to inventory, $13.2 million to equipment and other fixed assets, $1.5 million to identifiable intangible assets (consisting of tradenames), $38.1 million to goodwill, $5.0 million to accounts payable and accrued expenses, and $0.5 million of net liabilities to other working capital accounts. One of the acquisitions also includes potential contingent payments of up to $4.0 million based on certain conditions after closing, which was determined to have a nominal acquisition date fair value, and thus no contingent liability was recorded in connection with the Company’s preliminary acquisition accounting for the acquisition. In addition, during the three months ended March 31, 2021, the Company completed certain other acquisitions which in the aggregate had a consideration paid of approximately $2.2 million. The following table summarizes the consideration paid for all acquisitions during the three months ended March 31, 2021 (in thousands): Cash consideration $ 1,207,958 Equity consideration 1,223,527 Deferred payments 423 Total $ 2,431,908 The Company allocated the consideration paid to the net assets acquired based on their estimated acquisition date fair values. The Company is still evaluating the fair value of certain assets and liabilities for which provisional amounts were recorded and expects to finalize such evaluation during the remainder of 2021. Based upon management’s evaluation, which is preliminary and subject to completion of working capital and other adjustments, the consideration paid for all acquisitions during the three months ended March 31, 2021 was allocated as follows during such period (in thousands): Cash $ 29,232 Accounts receivable 82,352 Inventory 33,149 Prepaid and other current assets 4,380 Equipment and other fixed assets 177,088 Goodwill 2,143,322 Identifiable intangible assets 139,700 Other assets 1,178 Deferred tax liabilities (63,501) Accounts payable and accrued expenses (87,823) Contract liabilities (14,538) Other current liabilities (11,576) Other long-term liabilities (1,055) Net assets acquired $ 2,431,908 During the three months ended March 31, 2021, the Company received net receipts of $0.6 million relating to working capital adjustments associated with businesses that were acquired during 2020 which was recorded as a decrease to goodwill during the period. 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), which was a subsidiary of McKesson Corporation. PCS is a home medical equipment supplies business. During the three months ended March 31, 2020, the Company allocated the consideration paid to the estimated fair values of the net assets acquired on a provisional 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. On March 2, 2020, the Company purchased certain assets of the durable medical equipment business of Advanced Home Care, Inc. (Advanced). During the three months ended March 31, 2020, the Company allocated the consideration paid to the estimated fair values of the net assets acquired on a provisional basis, including $18.5 million to equipment and other fixed assets, $38.5 million to goodwill, and $1.5 million of net assets to 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. As of March 31, 2020, the Company had not yet determined the fair value of such contingent payment, as such an estimated fair value was not included in the consideration paid as part of the Company’s preliminary acquisition accounting during the three months ended March 31, 2020. Subsequent to March 31, 2020, the Company determined that the potential contingent payment had an acquisition date fair value of $5.0 million which was recorded as a contingent liability. The fair value of the estimated contingent liability of $5.0 million at March 31, 2021 is included in other current liabilities in the accompanying consolidated balance sheets based on the expected payment date. In addition, during the three months ended March 31, 2020, the Company acquired 100% of the equity interests of a provider of home medical equipment. The Company allocated the consideration paid for this acquisition to the estimated fair values of the net assets acquired on a provisional basis, including $0.3 million to cash, $3.3 million to accounts receivable, $0.9 million to inventory, $5.5 million to equipment and other fixed assets, $33.8 million to goodwill, $2.9 million to accounts payable and accrued expenses, $1.6 million to capital lease obligations, and $0.6 million of net liabilities to other working capital accounts. In addition, during the three months ended March 31, 2020, the Company completed certain other acquisitions which in the aggregate had a consideration paid of approximately $0.2 million. The following table summarizes the consideration paid for all acquisitions during the three months ended March 31, 2020 (in thousands): Cash consideration $ 106,178 Equity consideration 6,248 Deferred payments 14 Total $ 112,440 The Company allocated the consideration paid to the net assets acquired based on their estimated acquisition date fair values. Based upon management’s evaluation, which was preliminary and subject to completion of working capital and other adjustments, the consideration paid for all acquisitions during the three months ended March 31, 2020 was allocated as follows during such period (in thousands): Cash $ 337 Accounts receivable 19,574 Inventory 4,780 Prepaid and other current assets 1,334 Equipment and other fixed assets 24,406 Goodwill 74,016 Accounts payable and accrued expenses (6,494) Contract liabilities (2,467) Unfavorable lease liability (1,419) Capital lease obligations (1,627) Net assets acquired $ 112,440 The Company finalized the valuation of the fair value of the net assets acquired for these acquisitions during the remainder of 2020. 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. (in thousands) Three Months Ended March 31, 2021 2020 Net revenue $ 564,148 $ 482,471 Operating income $ 21,511 $ 41,059 Results of Businesses Acquired The following table presents the amount of net revenue and operating income (loss) in the period of acquisition since the respective acquisition dates for the significant acquisitions described above that is included in the Company’s consolidated statements of operations for the three months ended March 31, 2021 and 2020: (in thousands) Three Months Ended March 31, 2021 2020 Net revenue $ 142,648 $ 40,725 Operating income (loss) $ 20,383 $ (5,560) |
Equipment and Other Fixed Asset
Equipment and Other Fixed Assets | 3 Months Ended |
Mar. 31, 2021 | |
Equipment and Other Fixed Assets | |
Equipment and Other Fixed Assets | (4) Equipment and Other Fixed Assets Equipment and other fixed assets as of March 31, 2021 and December 31, 2020 are as follows (in thousands): March 31, December 31, 2021 2020 Patient medical equipment $ 341,734 $ 158,108 Delivery vehicles 19,997 8,211 Other 38,630 26,098 400,361 192,417 Less accumulated depreciation (101,824) (81,949) $ 298,537 $ 110,468 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Identifiable Intangible Assets | (5) Goodwill and Identifiable Intangible Assets Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. The change in the carrying amount of goodwill for the three months ended March 31, 2021 was as follows (in thousands): Balance at December 31, 2020 $ 998,810 Goodwill from acquisitions 2,143,322 Net receipts relating to prior acquisitions (558) Increase 502 Balance at March 31, 2021 $ 3,142,076 Annually, and upon the identification of a triggering event, management is required to perform an evaluation of the recoverability of goodwill. Triggering events potentially warranting an interim goodwill impairment test include, amongst other factors, declines in historical or projected revenue, operating income or cash flows, and declines in the Company’s stock price or market capitalization. While management cannot predict if or when future goodwill impairments may occur, a goodwill impairment could have a material adverse effect on the Company’s operating income, net assets and the Company’s cost of, or access to, capital. The Company did not record any goodwill impairment charges during the three months ended March 31, 2021 and 2020. As discussed in Note 3, Acquisitions Identifiable intangible assets that are separable and have determinable useful lives are valued separately and amortized over the period which reflects the pattern in which the economic benefits of the assets are expected to be consumed. Identifiable intangible assets consisted of the following at March 31, 2021 and December 31, 2020 (in thousands): March 31, 2021 Weighted-Average Remaining Life (Years) Tradenames, net of accumulated amortization of $3,917 $ 99,383 9.5 Payor contracts, net of accumulated amortization of $5,666 76,334 9.3 Contractual rental agreements, net of accumulated amortization of $5,833 64,167 2.0 Developed technology, net of accumulated amortization of $945 5,355 4.3 Identifiable intangible assets, net $ 245,239 December 31, 2020 Weighted-Average Remaining Life (Years) Tradenames, net of accumulated amortization of $1,793 $ 32,007 8.8 Payor contracts, net of accumulated amortization of $3,616 78,384 9.6 Developed technology, net of accumulated amortization of $630 5,670 4.5 Identifiable intangible assets, net $ 116,061 Amortization expense related to identifiable intangible assets, which is included in depreciation and amortization, excluding patient equipment depreciation, in the accompanying statements of operations, was $10.3 million for the three months ended March 31, 2021. There was no amortization expense related to identifiable intangible assets for the three months ended March 31, 2020. Future amortization expense related to identifiable intangible assets is estimated to be as follows (in thousands): Twelve months ending March 31, 2022 $ 55,416 2023 49,583 2024 20,416 2025 20,402 2026 18,899 Thereafter 80,523 Total $ 245,239 The Company recorded no impairment charges related to identifiable intangible assets during the three months ended March 31, 2021 and 2020. |
Fair Value of Assets and Liabil
Fair Value of Assets and Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value of Assets and Liabilities | |
Fair Value of Assets and Liabilities | (6) Fair Value of Assets and Liabilities FASB ASC Topic 820, Fair Value Measurements and Disclosures Level input Input Definition Level 1 Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date. Level 2 Inputs, other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with market data at the measurement date. Level 3 Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The following table presents the valuation of the Company’s financial assets and liabilities as of March 31, 2021 and December 31, 2020 measured at fair value on a recurring basis. The fair value estimates presented herein are based on information available to management as of March 31, 2021 and December 31, 2020. These estimates are not necessarily indicative of the amounts the Company could ultimately realize. (in thousands) Level 1 Level 2 Level 3 March 31, 2021 Assets Money market accounts $ 59 $ — $ — Total assets measured at fair value $ 59 $ — $ — Liabilities Acquisition-related contingent consideration-short term $ — $ — $ 32,258 Acquisition-related contingent consideration-long term — — 1,548 Interest rate swap agreements-short term — 5,919 — Interest rate swap agreements-long term — 7,657 — Contingent consideration common shares liability-short term — — 36,103 Contingent consideration common shares liability-long term — — 32,409 Warrant liability — — 110,737 Total liabilities measured at fair value $ — $ 13,576 $ 213,055 (in thousands) Level 1 Level 2 Level 3 December 31, 2020 Assets Money market accounts $ 5,602 $ — $ — Total assets measured at fair value $ 5,602 $ — $ — Liabilities Acquisition-related contingent consideration-short term $ — $ — $ 23,941 Acquisition-related contingent consideration-long term — — 9,599 Interest rate swap agreements-short term — 5,941 — Interest rate swap agreements-long term — 10,220 — Contingent consideration common shares liability-short term — — 36,846 Contingent consideration common shares liability-long term — — 33,631 Warrant liability — — 113,905 Total liabilities measured at fair value $ — $ 16,161 $ 217,922 Interest Rate Swaps The Company 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, 2021 and December 31, 2020 were classified as Level 2 of the fair value hierarchy. Refer to Note 7, Derivative Instruments and Hedging Activities Contingent Consideration The Company estimates the fair value of acquisition-related contingent consideration liabilities by applying the income approach using a probability-weighted discounted cash flow model. This fair value measurement is based on significant inputs not observed in the market and thus represents a Level 3 measurement. Level 3 instruments are valued based on unobservable inputs that are supported by little or no market activity and reflect the Company’s own assumptions in measuring fair value. Each period, the Company evaluates the fair value of acquisition-related contingent consideration obligations and records any changes in the fair value of such liabilities in other income in the Company’s consolidated statements of operations. At March 31, 2021, contingent consideration liabilities of $32.3 million and $1.5 million were included in other current liabilities and other long-term liabilities, respectively, in the accompanying consolidated balance sheets. At December 31, 2020, contingent consideration liabilities of $23.9 million and $9.6 million were included in other current liabilities and other long-term liabilities, respectively, in the accompanying consolidated balance sheets. A reconciliation of the Company’s contingent consideration liabilities related to acquisitions for the three months ended March 31, 2021 and 2020 is as follows (in thousands): Three Months Ended March 31, 2021 Beginning Balance Additions Payments Change in Fair Value Other activity Ending Balance Contingent consideration - Level 3 liabilities $ 33,540 $ — $ — $ 183 $ 83 $ 33,806 Three Months Ended March 31, 2020 Beginning Balance Additions Payments Change in Fair Value Other activity Ending Balance Contingent consideration - Level 3 liabilities $ 14,725 $ — $ — $ (2,000) $ — $ 12,725 Contingent Consideration Common Shares Liability The Company estimates the fair value of the contingent consideration common shares liability using a Monte-Carlo simulation analysis. A Monte-Carlo simulation is a tool used to project asset prices based on a widely accepted drift calculation, the volatility of the asset, incremental time-steps and a random component known as a Weiner process that introduces the dynamic behavior in the asset price. In this framework, asset prices follow a log-normal distribution as they fluctuate through time, which the simulation process captures. A specific model can be developed around the projected stock price to capture the effects of any market performance conditions on value. Price path specific conditions can be captured in this type of open form model. The Monte-Carlo process expresses potential future scenarios that when simulated thousands of times can be viewed statistically to ascertain fair value. The contingent consideration common shares contain market conditions to determine whether the shares are earned based on the Company’s common stock price during specified measurement periods. Given the path dependent nature of the requirement in which the shares are earned, a Monte-Carlo simulation was used to estimate the fair value of the liability. The Company’s common stock price was simulated to each measurement period based on the above described methodology. In each iteration, the simulated stock price was compared to the conditions under which the shares are earned. In iterations where the stock price corresponded to shares being earned, the future value of the earned shares was discounted back to present value. The fair value of the liability was estimated based on the average of all iterations of the simulation. Refer to Note 10, Stockholders’ Equity Warrant Liability The warrant liability represents the estimated fair value of the Company’s outstanding private warrants. The fair value of the private warrants was estimated using the Black-Scholes option pricing model. As an input to the Black-Scholes option pricing model, the volatility implied by trades in the public warrants was considered. In order to estimate this implied volatility, a Monte-Carlo simulation was employed. Refer to the discussion above for a description of the Monte-Carlo simulation analysis. Refer to Note 10, Stockholders’ Equity Non-Financial Assets Measured at Fair Value on a Non-Recurring Basis The following table presents the Company’s hierarchy for non-financial assets measured at fair value on a non-recurring basis (in thousands): March 31, December 31, 2021 2020 Assets: Goodwill (Level 3) $ 3,142,076 $ 998,810 Identifiable intangible assets, net (Level 3) $ 245,239 $ 116,061 The fair value allocation related to the Company’s acquisitions are determined using a discounted cash flow approach, or a replacement cost approach, which are based on significant unobservable inputs (Level 3). The Company estimates the fair value using the income approach (which is a discounted cash flow technique) or the cost approach. These valuation methods required management to make various assumptions, including, but not limited to, future profitability, cash flows, replacement costs, and discount rates. The Company’s estimates are based upon historical trends, management’s knowledge and experience and overall economic factors, including projections of future earnings potential. Developing discounted future cash flows in applying the income approach requires the Company to evaluate its intermediate to longer-term strategies, including, but not limited to, estimates of revenue growth, operating margins, capital requirements, inflation and working capital management. The development of appropriate rates to discount the estimated future cash flows requires the selection of risk premiums, which can materially impact the present value of future cash flows. The Company estimated the fair value of acquired identifiable intangible assets using discounted cash flow techniques that included an estimate of future cash flows, consistent with overall cash flow projections used to determine the purchase price paid to acquire the business, discounted at a rate of return that reflects the relative risk of the cash flows. The Company estimated the fair value of certain acquired identifiable intangible assets based on the cost approach using estimated costs consistent with historical experience. The Company believes the estimates and assumptions used in the valuation methods are reasonable. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 and December 31, 2020, the Company had outstanding interest rate derivatives with third parties in which the Company pays a fixed interest rate and receives a rate equal to the one-month LIBOR. The notional amount associated with the swap agreements was $250 million as of March 31, 2021 and December 31, 2020 and have maturity dates at certain dates through March 2024. The Company has designated its swaps as effective cash flow hedges of interest rate risk. Accordingly, changes in the fair value of the interest rate swaps are recorded as a component of accumulated other comprehensive income (loss) within stockholders’ equity and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings. The table below presents the fair value of the Company’s derivatives designated as hedging instruments as well as their classification in the consolidated balance sheets at March 31, 2021 and December 31, 2020 (in thousands): March 31, 2021 December 31, 2020 Balance Sheet Location Asset (Liability) Interest rate swap agreements Other current liabilities $ (5,919) $ (5,941) Interest rate swap agreements Other long-term liabilities (7,657) (10,220) Total $ (13,576) $ (16,161) During the three months ended March 31, 2021, as a result of the effect of cash flow hedge accounting, the Company recognized a gain of $2.6 million in other comprehensive income (loss). In addition, during the three months ended March 31, 2021, $0.7 million was reclassified from other comprehensive income (loss) and recognized as a reduction to interest expense, net, in the accompanying consolidated statements of operations. During the three months ended March 31, 2020, as a result of the effect of cash flow hedge accounting, the Company recognized a loss of $10.7 million in other comprehensive income (loss). In addition, during the three months ended March 31, 2020, $0.7 million was reclassified from other comprehensive income (loss) and recognized as a reduction to interest expense, net, in the accompanying consolidated statements of operations. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 and December 31, 2020 consisted of the following (in thousands): March 31, December 31, 2021 2020 Accounts payable $ 229,154 $ 191,038 Employee related accruals 31,838 26,705 Accrued interest 16,791 11,062 Other 28,145 25,407 Total $ 305,928 $ 254,212 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt | |
Debt | (9) Debt The following is a summary of long term-debt as of March 31, 2021 and December 31, 2020 (in thousands): March 31, December 31, 2021 2020 Secured term loans $ 700,000 $ 248,438 Revolving credit facility 95,000 55,000 Senior unsecured notes 850,000 350,000 Note payable 143,500 143,500 Other — 333 Unamortized deferred financing fees (22,171) (12,557) 1,766,329 784,714 Current portion (17,500) (8,146) Long-term portion $ 1,748,829 $ 776,568 On January 20, 2021, the Company refinanced its then existing debt borrowings and entered into a new credit agreement with its existing bank group, which was subsequently amended in April 2021 (the 2021 Credit Agreement). The January 2021 refinancing included borrowings of $700 million under a term loan which was outstanding at March 31, 2021, and $250 million in commitments for revolving credit loans, of which the Company borrowed $95 million which was outstanding at March 31, 2021. In connection with the April 2021 amendment, the initial term loan was increased by $100 million resulting in a total $800 million term loan outstanding under the 2021 Credit Agreement (the 2021 Term Loan). In addition, in connection with the April 2021 amendment, the maximum commitments for revolving credit loans was increased to $450 million (the 2021 Revolver). The 2021 Revolver has a $55 million letter of credit sublimit. The 2021 Term Loan and the 2021 Revolver both have maturities in January 2026. Borrowings under the 2021 Term Loan were used in part to partially finance the cash portion of the purchase price for the acquisition of AeroCare, to repay existing amounts outstanding under revolving credit loans under the 2021 Credit Agreement which were borrowed prior to the April 2021 amendment, and to repay existing amounts outstanding under the 2020 Credit Agreement (see discussion below), and to pay related fees and expenses. Amounts borrowed under the 2021 Credit Agreement bear interest quarterly at variable rates based upon the sum of (a) the Adjusted LIBOR Rate (subject to a floor) equal to the LIBOR (as defined) for the applicable interest period multiplied by the statutory reserve rate, plus (b) an applicable margin (as defined) ranging from 1.50% to 3.25% per annum based on the Consolidated Senior Secured Leverage Ratio (as defined). The 2021 Revolver carries a commitment fee during the term of the 2021 Credit Agreement ranging from 0.25% to 0.50% per annum of the average daily undrawn portion of the 2021 Revolver based on the Consolidated Senior Secured Leverage Ratio. In connection with the January 2021 refinancing transaction, the Company paid financing costs of $5.7 million. Further, in connection with the January 2021 refinancing transaction, the Company wrote off unamortized deferred financing costs of $4.2 million, which is included in loss on extinguishment of debt in the accompanying consolidated statements of operations for the three months ended March 31, 2021. Under the 2021 Credit Agreement, the Company is subject to a number of restrictive covenants that, among other things, impose operating and financial restrictions on the Company. Financial covenants include a Consolidated Total Leverage Ratio and a Consolidated Interest Coverage Ratio, both as defined in the 2021 Credit Agreement. The 2021 Credit Agreement also contains certain customary events of default, including, among other things, failure to make payments when due thereunder, failure to observe or perform certain covenants, cross-defaults, bankruptcy and insolvency-related events, and non-compliance with healthcare laws. Any borrowing under the 2021 Credit Agreement may be repaid, in whole or in part, at any time and from time to time without premium or penalty, other than customary breakage costs, and any amounts repaid under the 2021 Revolver may be reborrowed. Mandatory prepayments are required under the 2021 Revolver when borrowings and letter of credit usage exceed the total commitments for revolving credit loans. Mandatory prepayments are also required in connection with the disposition of assets to the extent not reinvested, unpermitted debt transactions, and excess cash flow, as defined, if certain leverage tests are not met. The Company was in compliance with all debt covenants as of March 31, 2021. In July 2020, the Company refinanced its then existing debt borrowings and entered into a new credit agreement with a new bank group (the 2020 Credit Agreement). The 2020 Credit Agreement consisted of a $250 million term loan (the 2020 Term Loan) and $200 million in commitments for revolving credit loans (the 2020 Revolver). The borrowings under the 2020 Term Loan bore interest quarterly at variable rates based upon the sum of (a) the Adjusted LIBOR Rate (subject to a floor) equal to the LIBOR (as defined in the 2020 Credit Agreement) for the applicable interest period, plus (b) an applicable margin ranging from 2.50% to 3.75% per annum based on the Consolidated Total Leverage Ratio (as defined in the 2020 Credit Agreement). The 2020 Revolver carried a commitment fee during the term of the 2020 Credit Agreement ranging from 0.25% to 0.50% per annum of the average daily undrawn portion of the 2020 Revolver based on the Consolidated Total Leverage Ratio. In March 2019, the Company entered into several agreements, amendments and new credit facilities (herein after referred to as the March 2019 Recapitalization Transactions). The March 2019 Recapitalization Transactions included $425 million in new credit facilities, which consisted of a $300 million Initial Term Loan, $50 million Delayed Draw Term Loan, and $75 million Revolving Credit Facility, collectively referred to herein as the 2019 Credit Facility. Amounts borrowed under the 2019 Credit Facility bore interest quarterly at variable rates based upon the sum of (a) the LIBOR Rate for such interest period, plus (b) an applicable margin based upon the Company’s Consolidated Total Leverage Ratio (as defined in the 2019 Credit Facility). In November 2019, the Company repaid $50 million under the Initial Term Loan. In July 2020, the Company amended the 2019 Credit Facility and borrowed $216.3 million; such proceeds were used to partially fund an acquisition. The Company used a portion of the net proceeds from the borrowings under the 2020 Term Loan and the issuance of the 6.125% Senior Notes (see discussion below) to fully repay the outstanding principal balances under the 2019 Credit Facility totaling $523.9 million, and to pay the related accrued interest, fees and expenses. Secured Term Loans The borrowings under the 2021 Term Loan require quarterly principal repayments of $5.0 million beginning June 30, 2021 through March 31, 2023, increasing to $10.0 million beginning June 30, 2023 through December 31, 2025, and the unpaid principal balance is due at maturity in January 2026. Prior to the April 2021 amendment of the Company’s current credit agreement, at March 31, 2021, there was $700.0 million outstanding under the term loan pursuant to the 2021 Credit Agreement. The interest rate under the term loan was 3.13% at March 31, 2021. Revolving Credit Facility During the three months ended March 31, 2021, the Company borrowed $95.0 million under revolving credit loans pursuant to the 2021 Credit Agreement, which was outstanding at March 31, 2021. Such amount was repaid in connection with the April 2021 amendment of the 2021 Credit Agreement. Borrowings under the 2021 Revolver may be used for working capital and other general corporate purposes, including for capital expenditures and acquisitions permitted under the 2021 Credit Agreement. The interest rate under the Company’s revolving credit loans was 3.13% at March 31, 2021. At March 31, 2021, after consideration of stand-by letters of credit outstanding of $13.5 million, the remaining maximum borrowings available pursuant to the Company’s revolving credit loans were $141.5 million. As of the date of this filing, $40.0 million was outstanding under the 2021 Revolver. Senior Unsecured Notes On January 4, 2021, the Company issued $500.0 million aggregate principal amount of 4.625% senior unsecured notes due 2029 (the 4.625% Senior Notes). The 4.625% Senior Notes will mature on August 1, 2029. Interest on the 4.625% Senior Notes is payable on February 1st and August 1st of each year, beginning on August 1, 2021. The 4.625% Senior Notes will be redeemable at the Company’s option, in whole or in part, at any time on or after February 1, 2024, and the redemption price for the 4.625% Senior Notes if redeemed during the 12 months beginning (i) February 1, 2024 is 102.313%, (ii) February 1, 2025 is 101.156%, (iii) February 1, 2026 and thereafter is 100.000%, in each case together with accrued and unpaid interest. The Company may also redeem some or all of the 4.625% Senior Notes before February 1, 2024 at a redemption price of 100% of the principal amount of the 4.625% Senior Notes, plus a “make-whole” premium, together with accrued and unpaid interest. In addition, the Company may redeem up to 40% of the original aggregate principal amount of the 4.625% Senior Notes before February 1, 2024 with the proceeds from certain equity offerings at a redemption price equal to 104.625% of the principal amount of the 4.625% Senior Notes, together with accrued and unpaid interest. Furthermore, the Company may be required to make an offer to purchase the 4.625% Senior Notes upon the sale of certain assets or upon specific kinds of changes of control. Borrowings under the 4.625% Senior Notes were used to partially finance the cash portion of the purchase price for the acquisition of AeroCare, and to pay related fees and expenses. In connection with the issuance of the 4.625% Senior Notes, the Company paid financing costs of $10.4 million. In July 2020, the Company issued $350.0 million aggregate principal amount of 6.125% senior unsecured notes due 2028 (the 6.125% Senior Notes). The 6.125% Senior Notes will mature on August 1, 2028. Interest on the 6.125% Senior Notes is payable on February 1st and August 1st of each year, beginning on February 1, 2021. The 6.125 % Senior Notes will be redeemable at the Company’s option, in whole or in part, at any time on or after August 1, 2023, and the redemption price for the 6.125 % Senior Notes if redeemed during the 12 months beginning (i) August 1, 2023 is 103.063%, (ii) August 1, 2024 is 102.042%, (iii) August 1, 2025 is 101.021% and (iv) August 1, 2026 and thereafter is 100.000%, in each case together with accrued and unpaid interest. The Company may also redeem some or all of the 6.125 % Senior Notes before August 1, 2023 at a redemption price of 100% of the principal amount of the 6.125% Senior Notes , plus a “make-whole” premium, together with accrued and unpaid interest. In addition, the Company may redeem up to 40% of the original aggregate principal amount of the 6.125 % Senior Notes before August 1, 2023 with the proceeds from certain equity offerings at a redemption price equal to 106.125% of the principal amount of the 6.125% Senior Notes , together with accrued and unpaid interest. Furthermore, the Company may be required to make an offer to purchase the 6.125% Senior Notes upon the sale of certain assets or upon specific kinds of changes of control. Note Payable In connection with the March 2019 Recapitalization Transactions, the Company signed a Note and Unit Purchase Agreement with an investor. Pursuant to the agreement, the Company issued a promissory note with a principal amount of $100 million (the Promissory Note). In connection with the transactions completed as part of the Business Combination, the Promissory Note was replaced with a new amended and restated promissory note with a principal amount of $100 million, and the investor converted certain of its members’ interests to a $43.5 million promissory note. The new $100 million promissory note, together with the $43.5 million promissory note, are collectively referred to herein as the New Promissory Note. The outstanding principal balance of $143.5 million under the New Promissory Note is due on November 8, 2029, 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, 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 is required to pay the interest under the New Promissory Note in cash. At any time following September 20, 2021, the Company may prepay, in whole (but not in part), the outstanding principal amount, together with all accrued and unpaid interest thereon. If the Company elects to prepay the New Promissory Note prior to September 21, 2023, then the amount due and payable shall be subject to a make-whole premium equal to a percentage of the total amount of outstanding principal and accrued interest through the date of such prepayment. The make-whole premium percentage during the period from September 21, 2021 through September 20, 2022 is 10%, and from September 21, 2022 through September 20, 2023 is 5%. In addition, if the Company desires to consummate any Qualified Acquisition (as defined in the New Promissory Note) without the consent of the investor, the Company may proceed with such acquisition if the New Promissory Note is prepaid at the closing of such acquisition. If such acquisition occurs prior to September 21, 2023, then the amount due and payable shall be subject to a make-whole premium equal to a percentage of the total amount of outstanding principal and accrued interest through the date of such prepayment. The make-whole premium percentage during the period from September 21, 2020 through September 20, 2021 is 15%, from September 21, 2021 through September 20, 2022 is 10%, and from September 21, 2022 through September 20, 2023 is 5%. Further, if a Sale of the Company (as defined in the New Promissory Note) occurs prior to the maturity date, then, effective immediately prior to and contingent upon the consummation of such transaction, the outstanding principal, together with all accrued and unpaid interest, shall be due and payable. If such transaction occurs prior to September 21, 2023, then the amount due and payable shall be subject to a make-whole premium equal to a percentage of the total amount of outstanding principal and accrued interest through the date of such prepayment. The make-whole premium percentage during the period from November 8, 2019 through September 20, 2022 is 10%, and from September 21, 2022 through September 20, 2023 is 5%. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity | |
Stockholders' Equity | (10) Stockholders’ Equity On January 8, 2021, the Company issued 8,450,000 shares of Class A Common Stock at a price of $33.00 per share pursuant to an underwritten public offering (the 2021 Stock Offering) for gross proceeds of $278.9 million. In connection with this transaction, the Company received proceeds of $265.6 million which is net of the underwriting discount. A portion of the proceeds from the 2021 Stock Offering were used to partially finance the cash portion of the purchase price for the acquisition of AeroCare, and to pay related fees and expenses. In connection with the 2021 Stock Offering, the Company paid offering costs, inclusive of the underwriting discount, of $13.8 million. Upon the Closing of the Business Combination, the former owners of AdaptHealth Holdings held approximately 49% of the economic interest in AdaptHealth Corp. and the former stockholders of DFB held the remaining approximate 51% of the economic interests in AdaptHealth Corp., both in the form of shares of the Company’s Class A Common Stock. In addition, AdaptHealth Corp. owned approximately 56% of the combined company with the remaining 44% owned by the former owners of AdaptHealth Holdings in the form of common units representing limited liability company interests in AdaptHealth Holdings from and after the Closing of the Business Combination (New AdaptHealth Units). Following the Closing of the Business Combination, the combined results of DFB and AdaptHealth Holdings are consolidated, and the holders of Class A Common Stock owned an approximate 56% direct controlling interest and the holders of New AdaptHealth Units owned an approximate 44% direct noncontrolling economic interest shown as noncontrolling interest in the consolidated financial statements of the combined entity. The direct noncontrolling economic interest in AdaptHealth Holdings held by the owners of AdaptHealth Holdings was in the form of New AdaptHealth Units (and a corresponding number of non-economic shares of Class B Common Stock) and were exchangeable on a one-to-one basis for shares of Class A Common Stock. Following the Closing of the Business Combination, all of the New AdaptHealth Units and a corresponding number of shares of Class B Common Stock were exchanged for shares of Class A Common Stock, of which the final 13,218,758 of the exchanges occurred on January 1, 2021. As a result, there are no New AdaptHealth Units and shares of Class B Common Stock outstanding, and therefore the prior holders of New AdaptHealth Units no longer own a direct noncontrolling economic interest in AdaptHealth Holdings. Accordingly, the Company recorded a decrease to the noncontrolling interest of $77.9 million during the three months ended March 31, 2021 in the accompanying consolidated statements of stockholders’ equity (deficit). Preferred Stock In June 2020, the Company entered into an exchange agreement (the Exchange Agreement) with an investor pursuant to which the investor exchanged 15,810,547 shares of the Company’s Class A Common Stock for 158,105.47 shares of Series B-1 Preferred Stock, par value $0.0001 per share. The Series B-1 Preferred Stock liquidation preference is limited to its par value of $0.0001 per share. The Series B-1 Preferred Stock will participate equally and ratably on an as-converted basis with the holders of Class A Common Stock in all cash dividends paid on the Class A Common Stock. The Series B-1 Preferred Stock is non-voting. The holder may convert each share of Series B-1 Preferred Stock into 100 shares of Class A Common Stock (subject to certain anti-dilution adjustments) at its election, except to the extent that following such conversion, the number of shares of Class A Common Stock held by such holder and its affiliates exceed 4.9% of the outstanding Class A Common Stock of the Company. During the three months ended March 31, 2021, 39,500 shares of Series B-1 Preferred Stock were converted into 3,950,000 shares of Class A Common Stock. As discussed in Note 3, Acquisitions Warrants At the Closing of the Business Combination, the Company had 12,666,666 warrants outstanding. Each warrant is exercisable into one share of Class A Common Stock at a price of $11.50 per share. The exercise price and number of shares of Class A Common Stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for the issuance of common stock at a price below its exercise price. As of March 31, 2021, 8,386,118 warrants were exercised. As of March 31, 2021, the Company had 4,280,548 warrants outstanding, which have an expiration date of November 20, 2024. The estimated fair value of the warrants is recorded as a liability in the Company’s consolidated balance sheet, with such fair value reclassified to stockholders’ equity upon the exercise of such warrants. Prior to exercise, the change in the estimated fair value of such warrants each period is recognized as a non-cash charge or gain in the Company’s consolidated statements of operations. A reconciliation of the changes in the warrant liability during the three months ended March 31, 2021 and 2020 was as follows (in thousands): Estimated fair value of warrant liability at December 31, 2020 $ 113,905 Change in estimated fair value of the warrant liability (3,168) Estimated fair value of warrant liability at March 31, 2021 $ 110,737 Estimated fair value of warrant liability at December 31, 2019 $ 27,635 Change in estimated fair value of the warrant liability 36,100 Reclassification of warrant liability to equity for exercised warrants (15,273) Estimated fair value of warrant liability at March 31, 2020 $ 48,462 Contingent Consideration Common Shares Pursuant to the Merger Agreement, the former owners of AdaptHealth Holdings who received Class A Common Stock and Class B Common Stock in connection with the Business Combination are entitled to receive earn-out consideration to be paid in the form of Class A Common Stock, if the average price of the Company’s Class A Common Stock for the month of December prior to each measurement date equals or exceeds certain hurdles set forth in the Merger Agreement (Contingent Consideration Common Shares). The former owners of AdaptHealth Holdings were entitled to receive 1,000,000 shares of Class A Common Stock on December 31, 2020 based on an average stock price hurdle of $15. The average stock price of the Company’s Class A Common Stock was greater than $15 per share for the applicable measurement period as of the December 31, 2020 measurement date, which triggered the issuance of 1,000,000 shares of Class A Common Stock at such date. In addition, the former owners of AdaptHealth Holdings are entitled to receive up to an additional 1,000,000 shares of Class A Common Stock on each of December 31, 2021 and 2022 (each a measurement date) and such average stock price hurdles are $18 and $22 at each measurement date, respectively. The Contingent Consideration Common Shares would be issued immediately in the event of a change of control as defined in the Merger Agreement. The estimated fair value of the Contingent Consideration Common Shares is recorded as a liability in the Company’s consolidated balance sheet, with such fair value reclassified to stockholders’ equity upon the issuance of any shares that are earned. Prior to issuance, the change in the estimated fair value of such shares each period is recognized as a non-cash charge or gain in the Company’s consolidated statements of operations. A reconciliation of the changes in the contingent consideration common shares liability during the three months ended March 31, 2021 and 2020 was as follows (in thousands): Estimated fair value of contingent consideration common shares liability at December 31, 2020 $ 70,477 Change in estimated fair value of the contingent consideration common shares liability (1,965) Estimated fair value of contingent consideration common shares liability at March 31, 2021 $ 68,512 Estimated fair value of contingent consideration common shares liability at December 31, 2019 $ 9,316 Change in estimated fair value of the contingent consideration common shares liability 16,367 Estimated fair value of contingent consideration common shares liability at March 31, 2020 $ 25,683 The total estimated fair value of the contingent consideration common shares liability at March 31, 2021 is classified as a current liability ($36.1 million) and long-term liability ($32.4 million) in the Company’s consolidated balance sheet as of such date based on the estimated issuance dates of such shares. The total estimated fair value of the contingent consideration common shares liability at December 31, 2020 is classified as a current liability ( $36.9 million) and long-term liability ($33.6 million) in the Company’s consolidated balance sheet as of such date based on the estimated issuance dates of such shares. The decrease in the estimated fair value of the contingent consideration common shares liability of $2.0 million during the three months ended March 31, 2021 was recorded as a non-cash gain in the Company’s consolidated statements of operations during such period. The increase in the estimated fair value of the contingent consideration common shares liability of $16.4 million during the three months ended March 31, 2020 was recorded as a non-cash charge in the Company’s consolidated statements of operations during such period. Equity-based Compensation In connection with the Company’s 2019 Stock Incentive Plan (the 2019 Plan), the Company provides equity-based compensation to attract and retain employees while also aligning employees’ interest with the interests of its stockholders. The 2019 Plan permits the grant of various equity-based awards to selected employees and non-employee directors. The 2019 Plan permits the grant of up to 8.0 million 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 three months ended March 31, 2021. Stock Options In January 2021, the Company granted 703,170 options to purchase shares of the Company’s Class A Common Stock to certain senior executives of the Company. Of the total options granted, 199,800 of the options have an exercise price of $42.61 per share, 233,100 of the options have an exercise price of $48.17 per share, and 270,270 of the options have an exercise price of $53.72 per share. All of the options vest ratably over a three-year period from the date of grant based on only a service condition and have a contractual exercise period of five years from the date of grant. The total grant-date fair value of the options, using a Black-Scholes option pricing model, was $6.9 million. The weighted-average assumptions used to determine the grant-date fair value of the stock options granted during the three months ended March 31, 2021 were as follows: Expected volatility 44.5 % Risk-free interest rate 0.18 % Expected term 4.0 years Dividend yield N/A The following table provides the activity regarding the Company’s outstanding stock options during the three months ended March 31, 2021 that were granted in connection with the 2019 Plan (in thousands, except per share data): Weighted-Average Grant Date Weighted-Average Weighted-Average Number of Fair Value Exercise Price Remaining Options per Share per Share Contractual Term Outstanding, December 31, 2020 3,464 $ 2.18 $ 11.56 Granted 703 $ 9.81 $ 48.72 Exercised (16) $ 6.34 $ 16.25 Forfeited (31) $ 6.34 $ 16.25 Outstanding, March 31, 2021 4,120 $ 3.43 $ 17.85 8.0 Years Restricted Stock During the three months ended March 31, 2021, the Company granted 284,670 shares to various employees which vest ratably over the three or four-year periods following the grant dates, subject to the employees’ continuous employment through the applicable vesting date. The grant-date fair value of these awards was $11.1 million. Activity related to the Company’s non-vested restricted stock grants for the three months ended March 31, 2021 is presented below (in thousands, except per share data): Number of Shares of Weighted-Average Grant Date Restricted Stock Fair Value per Share Non-vested balance at December 31, 2020 2,248 $ 15.60 Granted 285 $ 38.98 Vested (119) $ 15.37 Forfeited (27) $ 16.59 Non-vested balance at March 31, 2021 2,387 $ 18.39 Incentive Units AdaptHealth Holdings granted Incentive Units in June 2019 (the 2019 Incentive Units) and in April 2018 (the 2018 Incentive Units) to certain members of management. The Incentive Units were intended to constitute profits interests and were granted for purposes of enabling such individuals to participate in the long-term growth and financial success of the Company and were issued in exchange for services to be performed. With respect to the 2019 Incentive Units, 50% of the awards were scheduled to vest in equal annual installments on each of the first four remaining 50% had initial vesting terms based upon a performance condition. In connection with the Business Combination, the vesting condition for this portion of the 2019 Incentive Units was changed to vest quarterly during the one-year Other Activity During the three months ended March 31, 2021, the Company granted 53,249 fully vested shares of Class A Common Stock to various employees of the Company, primarily newly hired employees. These shares had a grant-date fair value of $2.0 million, which was recognized as equity-based compensation expense during the three months ended March 31, 2021. Equity-Based Compensation Expense The Company recorded equity-based compensation expense of $8.6 million during the three months ended March 31, 2021, of which $5.4 million and $3.2 million is included in general and administrative expenses and cost of net revenue, respectively, in the accompanying consolidated statements of operations. The Company recorded equity-based compensation expense of $2.2 million during the three months ended March 31, 2020, of which $1.7 million and $0.5 million is included in general and administrative expenses and cost of net revenue, respectively, in the accompanying consolidated statements of operations. At March 31, 2021, there was $40.5 million of unrecognized compensation expense related to equity-based compensation awards, which is expected to be recognized over a weighted-average period of 2.9 years. At March 31, 2021, 677,583 shares of the Company’s Class A Common Stock were available for issuance under the 2019 Plan. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings per share | |
Earnings (Loss) Per Share | (11) Earnings Per Share Earnings per Share (EPS) is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period on a basic and diluted basis. The Company calculates diluted earnings per share using the more dilutive of the treasury stock method and the two-class method after giving effect to all potential dilutive common stock. The Company’s potentially dilutive securities include potential common shares related to outstanding warrants, contingent consideration common shares, unvested restricted stock, outstanding stock options and outstanding preferred stock. Refer to Note 10, Stockholders’ Equity Diluted EPS considers the impact of potentially dilutive securities except when the potential common shares have an antidilutive effect. The Company’s outstanding preferred stock are considered participating securities, thus requiring the two-class method of computing EPS. Calculation of EPS under the two-class method excludes from the numerator any dividends paid or owed on participating securities and any undistributed earnings considered to be attributable to participating securities. The related participating securities are similarly excluded from the denominator. Computations of basic and diluted loss per share were as follows (in thousands, except per share data): Three Months Ended March 31, 2021 2020 Numerator Net loss attributable to AdaptHealth Corp. $ (3,966) $ (34,551) Less: Earnings allocated to participating securities (1) — — Net loss for basic loss per share $ (3,966) $ (34,551) Change in fair value of contingent consideration common shares liability (2) (1,965) — Change in fair value of warrant liability (2) (3,168) — Net loss for diluted loss per share $ (9,099) $ (34,551) Denominator (1) Basic weighted-average common shares outstanding 111,109 41,977 Add: Contingent Consideration Common Shares (2) 2,000 — Add: Warrants (2) 2,886 — Diluted weighted-average common shares outstanding 115,995 41,977 Basic loss per share $ (0.04) $ (0.82) Diluted loss per share $ (0.08) $ (0.82) (1) The Company’s preferred stock are considered participating securities. Calculation of EPS under the two-class method excludes from the numerator any dividends paid or owed on participating securities and any undistributed earnings considered to be attributable to participating securities. The related participating securities are similarly excluded from the denominator. There were participating securities outstanding for the three months ended March 31, 2021. There was no amount allocated to the participating securities during the three months ended March 31, 2021 due to the net loss recorded in that period. There were no participating securities outstanding for the three months ended March 31, 2020. (2) For the three months ended March 31, 2021, in accordance with the requirements of ASC Topic 260, Earnings per Share , the impact to earnings from the change in fair value of the Company’s contingent consideration common shares liability and the Company’s warrant liability are reversed from the numerator, and the corresponding securities are included in the denominator, for purposes of calculating diluted loss per share as the effect of the numerator and denominator adjustments for these derivative instruments is dilutive as a result of the gains recorded for the changes in fair value of these instruments during the period. For the three months ended March 31, 2020, the numerator and denominator for the diluted loss per share calculation is the same as used in the basic loss per share calculation and therefore exclude the effect of potential dilutive securities as their inclusion would have been anti-dilutive. Due to the Company reporting a net loss attributable to common stockholders for the three months ended March 31, 2021, all potentially dilutive securities related to unvested restricted stock, outstanding stock options and outstanding preferred stock were excluded from the computation of diluted loss per share as their inclusion would have been anti-dilutive. For the three months ended March 31, 2020, the computation of diluted loss per share excludes all potentially dilutive securities related to outstanding warrants, contingent consideration common shares, unvested restricted stock, and outstanding stock options as their inclusion would have been anti-dilutive due to the net loss attributable to common stockholders reported in that period. The table below provides the weighted-average number of potential common shares associated with outstanding securities not included in the Company’s calculation of diluted loss per share for the three months ended March 31, 2021 and 2020 because to do so would be antidilutive (in thousands): Three Months Ended March 31, 2021 2020 Preferred Stock 14,037 — Stock Options 2,303 — Unvested restricted stock 1,122 412 Warrants — 1,625 Total 17,462 2,037 |
Lease Commitments
Lease Commitments | 3 Months Ended |
Mar. 31, 2021 | |
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 less than $0.1 million for each of the three months ended March 31, 2021 and 2020, respectively. As of March 31, 2021, future annual minimum payments required under lease obligations are as follows (in thousands): Twelve months ending March 31, 2022 $ 20,261 2023 551 2024 78 Total 20,890 Less amount representing interest (151) 20,739 Current portion (20,162) Long-term portion $ 577 At March 31, 2021 and December 31, 2020, equipment under capital leases consisted of patient equipment with a cost basis of approximately $40.8 million and $43.3 million, respectively, and accumulated depreciation of approximately $12.2 million and $13.0 million, 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 May 2022. The Company also leases certain office facilities on a month to month basis. In some instances, the Company is also required to pay its pro rata share of real estate taxes and utility costs in connection with the premises. Some of the leases contain fixed annual increases of minimum rent. 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, 2021 and December 31, 2020 was $1.5 million and $1.4 million, respectively. The Company recorded rent expense of $7.9 million and $3.5 million for the three months ended March 31, 2021 and 2020, respectively. These amounts are 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, 2021 are as follows (in thousands): Twelve months ending March 31, 2022 $ 26,899 2023 25,924 2024 19,154 2025 12,299 2026 7,106 Thereafter 15,837 Total minimum payments required (a) $ 107,219 (a) Minimum payments have not been reduced by minimum sublease rentals of $1.7 million due in the future under noncancelable subleases. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Taxes | |
Income Taxes | (13) Income Taxes On January 2, 2021, the Company completed a corporate restructuring to simplify its tax structure (the Tax Restructuring). In connection with the Tax Restructuring, on January 1, 2021, all remaining outstanding shares of Class B Common Stock, together with a corresponding number of New AdaptHealth Units, were exchanged for shares of Class A Common Stock. After these exchanges, AdaptHealth Holdings filed an entity classification election with the Internal Revenue Service, electing to be treated as a taxable corporation for U.S. federal income tax purposes effective January 2, 2021. As a result of the Business Combination and prior to the Tax Restructuring, the Company was subject to U.S. federal, state, and local income taxes with respect to its allocable share of any taxable income or loss of AdaptHealth Holdings. AdaptHealth Holdings was treated as a partnership for U.S. income tax purposes and generally did not pay income taxes in most jurisdictions. Instead, AdaptHealth Holdings’ taxable income or loss was passed through to its members, including the Company. Additionally, the Company was subject to U.S. federal, state, and local income taxes on the taxable income or loss of the underlying C-corporations in the AdaptHealth group where taxes are paid at the entity level. As a result of the Tax Restructuring, the Company is subject to U.S. federal, state, and local income taxes on materially all of its earnings. For the three months ended March 31, 2021 and 2020, the Company recorded an income tax benefit of $1.7 million and $1.6 million, respectively. As of March 31, 2021 and December 31, 2020, the Company had an unrecognized tax benefit of $1.9 million. Tax Receivable Agreement AdaptHealth Corp. is party to a Tax Receivable Agreement (TRA) with certain current and former members of AdaptHealth Holdings. The TRA provides for the payment by AdaptHealth Corp. of 85% of the tax savings, if any, that AdaptHealth Corp. realizes (or is deemed to realize in certain circumstances) as a result of (i) certain increases in tax basis resulting from exchanges of New AdaptHealth Units and shares of Class B Common Stock; (ii) certain tax attributes of the corresponding sellers existing prior to an exchange; (iii) imputed interest deemed to be paid by AdapthHealth Corp. as a result of payments it makes under the TRA; and (iv) certain increases in tax basis resulting from payments AdaptHealth Corp. makes under the TRA. During the three months ended March 31, 2021, the Company increased its TRA liability through an aggregate $146.5 million reduction in additional paid-in capital resulting from additional exchanges of New AdaptHealth Units and shares of Class B Common Stock. Correspondingly, during the three months ended March 31, 2021, the Company increased its deferred tax asset by $163.3 million through an increase in additional paid-in-capital resulting from these exchanges and other increases of AdaptHealth Corp.’s ownership interest in AdaptHealth Holdings. At March 31, 2021 and December 31, 2020, the Company had a liability recorded relating to the TRA of $300.1 million and $152.0 million, respectively, which is included in other long-term liabilities in the accompanying consolidated balance sheets. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies. | |
Commitments and Contingencies | (14) Commitments and Contingencies In the normal course of business, the Company is subject to loss contingencies, such as legal proceedings and claims arising out of its business that cover a wide range of matters. In accordance with FASB ASC Topic 450, Accounting for Contingencies In connection with the Company’s acquisition of PPS HME Holdings LLC (PPS), in May 2018, the Company assumed a Corporate Integrity Agreement (CIA) at one of PPS’ subsidiaries, Braden Partners L.P. d/b/a Pacific Pulmonary Services (BP). The CIA was entered into with the Office of Inspector General of the U.S. Department of Health and Human Services (OIG). The CIA has a five-year term which expires in April 2022. In connection with the acquisition and integration of PPS by AdaptHealth, the OIG confirmed that the requirements of the CIA imposed upon BP would only apply to the operations of BP and therefore no operations of any other AdaptHealth affiliate are subject to the requirements of the CIA following the acquisition. On January 17, 2021, the OIG notified PPS that its report for the period ended March 31, 2020 had been accepted and PPS had satisfied its obligations under the CIA as of such date. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions | |
Related Party Transactions | (15) Related Party Transaction 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 $1.0 million and $0.5 million for the three months ended March 31, 2021 and 2020, 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 |
Mar. 31, 2021 | |
Subsequent Events | |
Subsequent Events | (16) Subsequent Events On April 30, 2021, the Company purchased 100% of the equity interests of Spiro Health Services, LLC (Spiro). Spiro is headquartered in Massachusetts and provides home medical equipment and supplies to its customers. The total consideration consisted of a cash payment of $66.1 million at closing, and the issuance of 244,641 shares of the Company’s Class A Common Stock at closing. |
General Information (Policies)
General Information (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
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. We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of our Class A Common Stock that is held by non-affiliates exceeds $700 million as of June 30 of that fiscal year, (ii) the last day of the fiscal year in which we have total annual gross revenue of $1.07 billion or more during such fiscal year, (iii) the date on which we have issued more than $1.0 billion in non-convertible debt in the prior three-year period or (iv) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock in the IPO, which would be December 31, 2023. The Company generated net revenue for the year ended December 31, 2020 of $1.06 billion. If the Company continues to expand its business through acquisitions and/or continues to grow revenues organically, or if the Company continues to issue debt, including to fund such acquisitions, it may cease to be an emerging growth company prior to December 31, 2023. For instance, the Company expects to exceed $1.07 billion in revenue for the year ended December 31, 2021, meaning it would no longer be an emerging growth company as of December 31, 2021. In addition, the Company may no longer qualify as an emerging growth company as of December 31, 2021 due to the market value of its Class A Common Stock that is held by non-affiliates, assuming no material decline in the market price of its Class A Common Stock as of June 30, 2021. |
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. |
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, warrant liability and long-lived assets, including goodwill and identifiable intangible assets. Actual results could differ from those estimates. |
Valuation of Goodwill | (e) Valuation of Goodwill The Company has a significant amount of goodwill on its balance sheet that resulted from the business acquisitions the Company has made in recent years. Goodwill is not amortized and is 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. The Company first assesses qualitative factors to determine whether it is necessary to perform quantitative goodwill impairment testing. If determined necessary, the Company applies the quantitative impairment test to identify and measure the amount of impairment, if any. |
Impairment of Long Lived Assets | (f) Impairment of Long Lived Assets The Company’s long lived assets, such as equipment and other fixed assets and definite-lived identifiable intangible 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. Definite-lived identifiable intangible assets consist of tradenames, payor contracts, contractual rental agreements and developed technology. These assets are amortized using the straight-line method over their estimated useful lives, which reflects the pattern in which the economic benefits of the assets are expected to be consumed. These assets are tested for impairment consistent with the Company’s long-lived assets. The following table summarizes the useful lives of the identifiable intangible assets acquired: Tradenames 5 10 years Payor contracts 10 years Contractual rental agreements 2 years Developed technology 5 years The Company did not incur any impairment charges on long-lived assets for the three months ended March 31, 2021 and 2020. 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. |
Business segment | (g) Business Segment The Company’s chief operating decision-makers are its Co-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. |
Recent Accounting Pronouncements | (h) Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , which requires lessees to recognize leases on its-balance sheet and disclose key information about leasing arrangements. Under the new guidance, lessees are required to recognize a lease liability, which represents the discounted obligation to make future minimum lease payments, and a corresponding right-of-use (ROU) asset on the balance sheet for most leases. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The Company expects to elect the “package of practical expedients” under the new standard, which, among other things, permits lease agreements that are twelve months or less to be excluded from the balance sheet, and permits the Company not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company will adopt the new standard during the year ended December 31, 2021. The Company expects to adopt this guidance using a modified retrospective transition approach by applying the new standard to all leases existing at the date of initial application, and will recognize a cumulative-effect adjustment to the opening balance of accumulated deficit in the period of adoption. The Company expects that this standard will have a material effect on its consolidated financial statements. While the Company continues to assess all of the effects of adoption, it currently believes the most significant effects relate to the recognition of new ROU assets and lease liabilities on its consolidated balance sheet for its real estate operating leases, and providing significant new disclosures about its leasing activities. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) |
Reclassifications | (i) Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. |
General Information (Tables)
General Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
General Information | |
Schedule of useful lives of acquired intangible assets | Tradenames 5 10 years Payor contracts 10 years Contractual rental agreements 2 years Developed technology 5 years |
Revenue Recognition and Accou_2
Revenue Recognition and Accounts Receivable (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of composition of net revenues by payor type and core service lines | Three Months Ended March 31, 2021 2020 Insurance $ 290,010 $ 114,451 Government 133,730 51,245 Patient pay 58,379 25,743 Net revenue $ 482,119 $ 191,439 Three Months Ended March 31, 2021 2020 Net sales revenue: Sleep $ 128,682 $ 68,894 Diabetes 95,017 5,307 Supplies to the home 41,363 28,032 Respiratory 5,621 2,768 HME 24,156 11,579 Other 22,426 12,393 Total net sales revenue $ 317,265 $ 128,973 Net revenue from fixed monthly equipment reimbursements: Sleep $ 48,109 $ 22,669 Diabetes 2,853 — Respiratory 83,454 25,007 HME 20,380 12,177 Other 10,058 2,613 Total net revenue from fixed monthly equipment reimbursements $ 164,854 $ 62,466 Total net revenue: Sleep $ 176,791 $ 91,563 Diabetes 97,870 5,307 Supplies to the home 41,363 28,032 Respiratory 89,075 27,775 HME 44,536 23,756 Other 32,484 15,006 Total net revenue $ 482,119 $ 191,439 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Business Acquisition | |
Schedule of proforma net revenue and operating income | (in thousands) Three Months Ended March 31, 2021 2020 Net revenue $ 564,148 $ 482,471 Operating income $ 21,511 $ 41,059 |
Summary of results of business acquired | (in thousands) Three Months Ended March 31, 2021 2020 Net revenue $ 142,648 $ 40,725 Operating income (loss) $ 20,383 $ (5,560) |
Significant Acquisitions In 2021 [Member] | |
Business Acquisition | |
Summary of consideration | Cash consideration $ 1,207,958 Equity consideration 1,223,527 Deferred payments 423 Total $ 2,431,908 |
Summary of estimated fair values of the net assets acquired | Cash $ 29,232 Accounts receivable 82,352 Inventory 33,149 Prepaid and other current assets 4,380 Equipment and other fixed assets 177,088 Goodwill 2,143,322 Identifiable intangible assets 139,700 Other assets 1,178 Deferred tax liabilities (63,501) Accounts payable and accrued expenses (87,823) Contract liabilities (14,538) Other current liabilities (11,576) Other long-term liabilities (1,055) Net assets acquired $ 2,431,908 |
Significant Acquisitions In 2020 [Member] | |
Business Acquisition | |
Summary of consideration | Cash consideration $ 106,178 Equity consideration 6,248 Deferred payments 14 Total $ 112,440 |
Summary of estimated fair values of the net assets acquired | Cash $ 337 Accounts receivable 19,574 Inventory 4,780 Prepaid and other current assets 1,334 Equipment and other fixed assets 24,406 Goodwill 74,016 Accounts payable and accrued expenses (6,494) Contract liabilities (2,467) Unfavorable lease liability (1,419) Capital lease obligations (1,627) Net assets acquired $ 112,440 |
Equipment and Other Fixed Ass_2
Equipment and Other Fixed Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equipment and Other Fixed Assets | |
Schedule of equipment and other fixed assets | March 31, December 31, 2021 2020 Patient medical equipment $ 341,734 $ 158,108 Delivery vehicles 19,997 8,211 Other 38,630 26,098 400,361 192,417 Less accumulated depreciation (101,824) (81,949) $ 298,537 $ 110,468 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill. | |
Schedule of change in the carrying amount of goodwill | Balance at December 31, 2020 $ 998,810 Goodwill from acquisitions 2,143,322 Net receipts relating to prior acquisitions (558) Increase 502 Balance at March 31, 2021 $ 3,142,076 |
Schedule of identifiable intangible assets | March 31, 2021 Weighted-Average Remaining Life (Years) Tradenames, net of accumulated amortization of $3,917 $ 99,383 9.5 Payor contracts, net of accumulated amortization of $5,666 76,334 9.3 Contractual rental agreements, net of accumulated amortization of $5,833 64,167 2.0 Developed technology, net of accumulated amortization of $945 5,355 4.3 Identifiable intangible assets, net $ 245,239 December 31, 2020 Weighted-Average Remaining Life (Years) Tradenames, net of accumulated amortization of $1,793 $ 32,007 8.8 Payor contracts, net of accumulated amortization of $3,616 78,384 9.6 Developed technology, net of accumulated amortization of $630 5,670 4.5 Identifiable intangible assets, net $ 116,061 |
Schedule of future amortization expense related to identifiable intangible assets | Twelve months ending March 31, 2022 $ 55,416 2023 49,583 2024 20,416 2025 20,402 2026 18,899 Thereafter 80,523 Total $ 245,239 |
Fair Value of Assets and Liab_2
Fair Value of Assets and Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Business Acquisition, Contingent Consideration [Line Items] | |
Summary of financial assets and liabilities measured at fair value on a recurring basis | (in thousands) Level 1 Level 2 Level 3 March 31, 2021 Assets Money market accounts $ 59 $ — $ — Total assets measured at fair value $ 59 $ — $ — Liabilities Acquisition-related contingent consideration-short term $ — $ — $ 32,258 Acquisition-related contingent consideration-long term — — 1,548 Interest rate swap agreements-short term — 5,919 — Interest rate swap agreements-long term — 7,657 — Contingent consideration common shares liability-short term — — 36,103 Contingent consideration common shares liability-long term — — 32,409 Warrant liability — — 110,737 Total liabilities measured at fair value $ — $ 13,576 $ 213,055 (in thousands) Level 1 Level 2 Level 3 December 31, 2020 Assets Money market accounts $ 5,602 $ — $ — Total assets measured at fair value $ 5,602 $ — $ — Liabilities Acquisition-related contingent consideration-short term $ — $ — $ 23,941 Acquisition-related contingent consideration-long term — — 9,599 Interest rate swap agreements-short term — 5,941 — Interest rate swap agreements-long term — 10,220 — Contingent consideration common shares liability-short term — — 36,846 Contingent consideration common shares liability-long term — — 33,631 Warrant liability — — 113,905 Total liabilities measured at fair value $ — $ 16,161 $ 217,922 |
Summary of non-financial assets measured on a non-recurring basis | March 31, December 31, 2021 2020 Assets: Goodwill (Level 3) $ 3,142,076 $ 998,810 Identifiable intangible assets, net (Level 3) $ 245,239 $ 116,061 |
Acquisition Related Contingent Consideration [Member] | |
Business Acquisition, Contingent Consideration [Line Items] | |
Reconciliation of contingent consideration liabilities | Three Months Ended March 31, 2021 Beginning Balance Additions Payments Change in Fair Value Other activity Ending Balance Contingent consideration - Level 3 liabilities $ 33,540 $ — $ — $ 183 $ 83 $ 33,806 Three Months Ended March 31, 2020 Beginning Balance Additions Payments Change in Fair Value Other activity Ending Balance Contingent consideration - Level 3 liabilities $ 14,725 $ — $ — $ (2,000) $ — $ 12,725 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities | |
Summary of fair value of derivative financial instruments as well as their classification on the consolidated balance sheets | March 31, 2021 December 31, 2020 Balance Sheet Location Asset (Liability) Interest rate swap agreements Other current liabilities $ (5,919) $ (5,941) Interest rate swap agreements Other long-term liabilities (7,657) (10,220) Total $ (13,576) $ (16,161) |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounts Payable and Accrued Expenses | |
Schedule of components accounts payable and accrued expenses | March 31, December 31, 2021 2020 Accounts payable $ 229,154 $ 191,038 Employee related accruals 31,838 26,705 Accrued interest 16,791 11,062 Other 28,145 25,407 Total $ 305,928 $ 254,212 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt | |
Schedule of summary of long term debt | March 31, December 31, 2021 2020 Secured term loans $ 700,000 $ 248,438 Revolving credit facility 95,000 55,000 Senior unsecured notes 850,000 350,000 Note payable 143,500 143,500 Other — 333 Unamortized deferred financing fees (22,171) (12,557) 1,766,329 784,714 Current portion (17,500) (8,146) Long-term portion $ 1,748,829 $ 776,568 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Business Acquisition | |
Schedule of changes in warrant liability | Estimated fair value of warrant liability at December 31, 2020 $ 113,905 Change in estimated fair value of the warrant liability (3,168) Estimated fair value of warrant liability at March 31, 2021 $ 110,737 Estimated fair value of warrant liability at December 31, 2019 $ 27,635 Change in estimated fair value of the warrant liability 36,100 Reclassification of warrant liability to equity for exercised warrants (15,273) Estimated fair value of warrant liability at March 31, 2020 $ 48,462 |
Schedule of stock option activity | The following table provides the activity regarding the Company’s outstanding stock options during the three months ended March 31, 2021 that were granted in connection with the 2019 Plan (in thousands, except per share data): Weighted-Average Grant Date Weighted-Average Weighted-Average Number of Fair Value Exercise Price Remaining Options per Share per Share Contractual Term Outstanding, December 31, 2020 3,464 $ 2.18 $ 11.56 Granted 703 $ 9.81 $ 48.72 Exercised (16) $ 6.34 $ 16.25 Forfeited (31) $ 6.34 $ 16.25 Outstanding, March 31, 2021 4,120 $ 3.43 $ 17.85 8.0 Years |
Schedule of restricted stock activity | Number of Shares of Weighted-Average Grant Date Restricted Stock Fair Value per Share Non-vested balance at December 31, 2020 2,248 $ 15.60 Granted 285 $ 38.98 Vested (119) $ 15.37 Forfeited (27) $ 16.59 Non-vested balance at March 31, 2021 2,387 $ 18.39 |
Common Shares Liability | |
Business Acquisition | |
Reconciliation of contingent consideration liabilities | Estimated fair value of contingent consideration common shares liability at December 31, 2020 $ 70,477 Change in estimated fair value of the contingent consideration common shares liability (1,965) Estimated fair value of contingent consideration common shares liability at March 31, 2021 $ 68,512 Estimated fair value of contingent consideration common shares liability at December 31, 2019 $ 9,316 Change in estimated fair value of the contingent consideration common shares liability 16,367 Estimated fair value of contingent consideration common shares liability at March 31, 2020 $ 25,683 |
Options | |
Business Acquisition | |
Schedule of assumptions used to determine the grant date fair value | Expected volatility 44.5 % Risk-free interest rate 0.18 % Expected term 4.0 years Dividend yield N/A |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings per share | |
Schedule of calculation of basic and diluted earnings per share | Three Months Ended March 31, 2021 2020 Numerator Net loss attributable to AdaptHealth Corp. $ (3,966) $ (34,551) Less: Earnings allocated to participating securities (1) — — Net loss for basic loss per share $ (3,966) $ (34,551) Change in fair value of contingent consideration common shares liability (2) (1,965) — Change in fair value of warrant liability (2) (3,168) — Net loss for diluted loss per share $ (9,099) $ (34,551) Denominator (1) Basic weighted-average common shares outstanding 111,109 41,977 Add: Contingent Consideration Common Shares (2) 2,000 — Add: Warrants (2) 2,886 — Diluted weighted-average common shares outstanding 115,995 41,977 Basic loss per share $ (0.04) $ (0.82) Diluted loss per share $ (0.08) $ (0.82) (1) The Company’s preferred stock are considered participating securities. Calculation of EPS under the two-class method excludes from the numerator any dividends paid or owed on participating securities and any undistributed earnings considered to be attributable to participating securities. The related participating securities are similarly excluded from the denominator. There were participating securities outstanding for the three months ended March 31, 2021. There was no amount allocated to the participating securities during the three months ended March 31, 2021 due to the net loss recorded in that period. There were no participating securities outstanding for the three months ended March 31, 2020. (2) For the three months ended March 31, 2021, in accordance with the requirements of ASC Topic 260, Earnings per Share , the impact to earnings from the change in fair value of the Company’s contingent consideration common shares liability and the Company’s warrant liability are reversed from the numerator, and the corresponding securities are included in the denominator, for purposes of calculating diluted loss per share as the effect of the numerator and denominator adjustments for these derivative instruments is dilutive as a result of the gains recorded for the changes in fair value of these instruments during the period. For the three months ended March 31, 2020, the numerator and denominator for the diluted loss per share calculation is the same as used in the basic loss per share calculation and therefore exclude the effect of potential dilutive securities as their inclusion would have been anti-dilutive. |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Three Months Ended March 31, 2021 2020 Preferred Stock 14,037 — Stock Options 2,303 — Unvested restricted stock 1,122 412 Warrants — 1,625 Total 17,462 2,037 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Lease Commitments | |
Summary of future annual minimum payments required under lease obligations | Twelve months ending March 31, 2022 $ 20,261 2023 551 2024 78 Total 20,890 Less amount representing interest (151) 20,739 Current portion (20,162) Long-term portion $ 577 |
Summary of minimum annual lease commitments under noncancelable leases | Twelve months ending March 31, 2022 $ 26,899 2023 25,924 2024 19,154 2025 12,299 2026 7,106 Thereafter 15,837 Total minimum payments required (a) $ 107,219 (a) Minimum payments have not been reduced by minimum sublease rentals of $1.7 million due in the future under noncancelable subleases. |
General Information (Details)
General Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||||
Net revenue | $ 482,119,000 | $ 191,439,000 | $ 1,060,000,000 | |
Impairment of long-lived assets | $ 0 | $ 0 | ||
Payor contracts | ||||
Property, Plant and Equipment [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 10 years | |||
Contractual rental agreements | ||||
Property, Plant and Equipment [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 2 years | |||
Developed technology | ||||
Property, Plant and Equipment [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 5 years | |||
Minimum | Tradenames [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 5 years | |||
Minimum | Forecast [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Net revenue | $ 1,070,000,000 | |||
Maximum | Tradenames [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 10 years |
Revenue Recognition and Accou_3
Revenue Recognition and Accounts Receivable (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Apr. 30, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Revenue Recognition | ||||
Total net revenues | $ 482,119 | $ 191,439 | $ 1,060,000 | |
Recoupable Advance Payment, CARES Act | $ 45,800 | |||
Unbilled revenue | 13,800 | $ 20,200 | ||
CARES Act deferred payments | 49,500 | |||
Significant Acquisitions In 2021 [Member] | ||||
Revenue Recognition | ||||
CARES Act deferred payments | 3,700 | |||
Transferred at Point in Time [Member] | ||||
Revenue Recognition | ||||
Total net revenues | 317,265 | 128,973 | ||
Transferred over Time [Member] | ||||
Revenue Recognition | ||||
Total net revenues | 164,854 | 62,466 | ||
Sleep | ||||
Revenue Recognition | ||||
Total net revenues | 176,791 | 91,563 | ||
Sleep | Transferred at Point in Time [Member] | ||||
Revenue Recognition | ||||
Total net revenues | 128,682 | 68,894 | ||
Sleep | Transferred over Time [Member] | ||||
Revenue Recognition | ||||
Total net revenues | 48,109 | 22,669 | ||
Diabetes [Member] | ||||
Revenue Recognition | ||||
Total net revenues | 97,870 | 5,307 | ||
Diabetes [Member] | Transferred at Point in Time [Member] | ||||
Revenue Recognition | ||||
Total net revenues | 95,017 | 5,307 | ||
Diabetes [Member] | Transferred over Time [Member] | ||||
Revenue Recognition | ||||
Total net revenues | 2,853 | |||
Supplies to the home | ||||
Revenue Recognition | ||||
Total net revenues | 41,363 | 28,032 | ||
Supplies to the home | Transferred at Point in Time [Member] | ||||
Revenue Recognition | ||||
Total net revenues | 41,363 | 28,032 | ||
Respiratory | ||||
Revenue Recognition | ||||
Total net revenues | 89,075 | 27,775 | ||
Respiratory | Transferred at Point in Time [Member] | ||||
Revenue Recognition | ||||
Total net revenues | 5,621 | 2,768 | ||
Respiratory | Transferred over Time [Member] | ||||
Revenue Recognition | ||||
Total net revenues | 83,454 | 25,007 | ||
HME | ||||
Revenue Recognition | ||||
Total net revenues | 44,536 | 23,756 | ||
HME | Transferred at Point in Time [Member] | ||||
Revenue Recognition | ||||
Total net revenues | 24,156 | 11,579 | ||
HME | Transferred over Time [Member] | ||||
Revenue Recognition | ||||
Total net revenues | 20,380 | 12,177 | ||
Other | ||||
Revenue Recognition | ||||
Total net revenues | 32,484 | 15,006 | ||
Other | Transferred at Point in Time [Member] | ||||
Revenue Recognition | ||||
Total net revenues | 22,426 | 12,393 | ||
Other | Transferred over Time [Member] | ||||
Revenue Recognition | ||||
Total net revenues | 10,058 | 2,613 | ||
Insurance Payor [Member] | ||||
Revenue Recognition | ||||
Total net revenues | 290,010 | 114,451 | ||
Government payor | ||||
Revenue Recognition | ||||
Total net revenues | 133,730 | 51,245 | ||
Patient payor | ||||
Revenue Recognition | ||||
Total net revenues | $ 58,379 | $ 25,743 |
Acquisitions (Details)
Acquisitions (Details) $ / shares in Units, $ in Thousands | Feb. 01, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($)itemshares | Mar. 31, 2020USD ($) | Mar. 18, 2021shares | Dec. 31, 2020USD ($)shares | Jan. 02, 2020 | Nov. 08, 2019$ / shares |
Business Acquisition | |||||||
Preferred Stock, Shares Issued | shares | 124,060 | 163,560 | |||||
Exercise price | $ / shares | $ 11.50 | ||||||
Estimated fair values of net assets acquired | |||||||
Goodwill | $ 3,142,076 | $ 998,810 | |||||
Series C Preferred Stock [Member] | |||||||
Estimated fair values of net assets acquired | |||||||
Preferred stock, liquidation preference (in dollars per share) | $ / shares | $ 0.0001 | ||||||
Shares of common stock received in conversion for each share of preferred stock | shares | 100 | ||||||
Significant Acquisitions In 2021 [Member] | |||||||
Business Acquisition | |||||||
Cash payment | 1,207,958 | ||||||
Estimated fair values of net assets acquired | |||||||
Cash | 29,232 | ||||||
Accounts receivable | 82,352 | ||||||
Inventory | 33,149 | ||||||
Prepaid and other current assets | 4,380 | ||||||
Equipment and other fixed assets | 177,088 | ||||||
Other assets | 1,178 | ||||||
Identifiable intangible assets | 139,700 | ||||||
Goodwill | 2,143,322 | ||||||
Accounts payable and accrued expenses | (87,823) | ||||||
Contract liabilities | (14,538) | ||||||
Net liabilities - working capital | (11,576) | ||||||
Other long-term liabilities | (1,055) | ||||||
Deferred tax liability | (63,501) | ||||||
Net assets acquired | 2,431,908 | ||||||
Total Merger Consideration | $ 2,431,908 | ||||||
AeroCare Holdings [Member] | |||||||
Business Acquisition | |||||||
Interest acquired, as a percent | 100.00% | ||||||
Cash payment | $ 1,100,000 | ||||||
Options issued in acquisition, in shares | shares | 3,959,892 | ||||||
Exercise price | $ / shares | $ 6.24 | ||||||
Weighted average exercise period | 7 years | ||||||
Estimated fair values of net assets acquired | |||||||
Cash | $ 27,700 | ||||||
Accounts receivable | 75,900 | ||||||
Inventory | 27,600 | ||||||
Equipment and other fixed assets | 163,500 | ||||||
Identifiable intangible assets | 138,200 | ||||||
Goodwill | 2,100 | ||||||
Accounts payable and accrued expenses | (82,700) | ||||||
Net liabilities - working capital | (20,900) | ||||||
Deferred tax liability | (63,700) | ||||||
AeroCare Holdings [Member] | Contractual rental agreements | |||||||
Estimated fair values of net assets acquired | |||||||
Identifiable intangible assets | 70,000 | ||||||
AeroCare Holdings [Member] | Tradenames [Member] | |||||||
Estimated fair values of net assets acquired | |||||||
Identifiable intangible assets | $ 68,200 | ||||||
AeroCare Holdings [Member] | Class A Common Stock | |||||||
Business Acquisition | |||||||
Issuance of stock for acquisitions (in shares) | shares | 13,992,615 | ||||||
AeroCare Holdings [Member] | Series C Preferred Stock [Member] | |||||||
Business Acquisition | |||||||
Preferred Stock, Shares Issued | shares | 130,474.73 | ||||||
Home Medical Equipment Providers, Equity Interests And Assets Acquisitions [Member] | |||||||
Business Acquisition | |||||||
Interest acquired, as a percent | 100.00% | ||||||
Number of providers of home medical equipment acquired | item | 2 | ||||||
Estimated fair values of net assets acquired | |||||||
Cash | $ 1,600 | ||||||
Accounts receivable | 6,400 | ||||||
Inventory | 5,400 | ||||||
Equipment and other fixed assets | 13,200 | ||||||
Goodwill | 38,100 | ||||||
Accounts payable and accrued expenses | (5,000) | ||||||
Net liabilities - working capital | (500) | ||||||
Maximum potential contingent consideration | 4,000 | ||||||
Home Medical Equipment Providers, Equity Interests And Assets Acquisitions [Member] | Tradenames [Member] | |||||||
Estimated fair values of net assets acquired | |||||||
Identifiable intangible assets | 1,500 | ||||||
Other | Maximum | |||||||
Estimated fair values of net assets acquired | |||||||
Total Merger Consideration | $ 2,200 | ||||||
Significant Acquisitions In 2020 [Member] | |||||||
Business Acquisition | |||||||
Cash payment | $ 106,178 | ||||||
Estimated fair values of net assets acquired | |||||||
Cash | 337 | ||||||
Accounts receivable | 19,574 | ||||||
Inventory | 4,780 | ||||||
Prepaid and other current assets | 1,334 | ||||||
Equipment and other fixed assets | 24,406 | ||||||
Goodwill | 74,016 | ||||||
Accounts payable and accrued expenses | (6,494) | ||||||
Contract liabilities | (2,467) | ||||||
Unfavorable lease liability | (1,419) | ||||||
Capital lease obligations | (1,627) | ||||||
Net assets acquired | 112,440 | ||||||
Total Merger Consideration | 112,440 | ||||||
Patient Care Solutions (PCS) [Member] | |||||||
Business Acquisition | |||||||
Interest acquired, as a percent | 100.00% | ||||||
Estimated fair values of net assets acquired | |||||||
Accounts receivable | 16,300 | ||||||
Equipment and other fixed assets | 500 | ||||||
Goodwill | 1,400 | ||||||
Net liabilities - working capital | (3,200) | ||||||
Advanced Home Care Inc [Member] | |||||||
Estimated fair values of net assets acquired | |||||||
Net assets - working capital | 1,500 | ||||||
Equipment and other fixed assets | 18,500 | ||||||
Goodwill | 38,500 | ||||||
Maximum potential contingent consideration | $ 9,000 | $ 5,000 | |||||
Home Medical Equipment Provider Acquired In 2020 [Member] | |||||||
Business Acquisition | |||||||
Interest acquired, as a percent | 100.00% | ||||||
Estimated fair values of net assets acquired | |||||||
Cash | $ 300 | ||||||
Accounts receivable | 3,300 | ||||||
Inventory | 900 | ||||||
Equipment and other fixed assets | 5,500 | ||||||
Goodwill | 33,800 | ||||||
Accounts payable and accrued expenses | (2,900) | ||||||
Net liabilities - working capital | (600) | ||||||
Capital lease obligations | $ (1,600) |
Acquisitions - Consideration an
Acquisitions - Consideration and Allocation (Details) - USD ($) $ in Thousands | Feb. 01, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Jan. 02, 2020 | Dec. 31, 2019 |
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination [Abstract] | ||||||
Equity consideration issued in connection with acquisitions | $ 1,223,527 | $ 6,248 | ||||
Contingent consideration liability | 33,806 | 12,725 | $ 33,540 | $ 14,725 | ||
Estimated fair values of net assets acquired | ||||||
Goodwill | 3,142,076 | 998,810 | ||||
Receipt of working capital adjustment from prior year acquisitions | 600 | |||||
Significant Acquisitions In 2021 [Member] | ||||||
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination [Abstract] | ||||||
Cash payment | 1,207,958 | |||||
Equity consideration issued in connection with acquisitions | 1,223,527 | |||||
Deferred payments | 423 | |||||
Total consideration | 2,431,908 | |||||
Estimated fair values of net assets acquired | ||||||
Cash | 29,232 | |||||
Accounts receivable | 82,352 | |||||
Inventory | 33,149 | |||||
Prepaid and other current assets | 4,380 | |||||
Equipment and other fixed assets | 177,088 | |||||
Other assets | 1,178 | |||||
Identifiable intangible assets | 139,700 | |||||
Goodwill | 2,143,322 | |||||
Deferred tax liability | (63,501) | |||||
Accounts payable and accrued expenses | (87,823) | |||||
Contract liabilities | (14,538) | |||||
Net liabilities - working capital | (11,576) | |||||
Other long-term liabilities | (1,055) | |||||
Net assets acquired | 2,431,908 | |||||
AeroCare Holdings [Member] | ||||||
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination [Abstract] | ||||||
Cash payment | $ 1,100,000 | |||||
Interest acquired, as a percent | 100.00% | |||||
Estimated fair values of net assets acquired | ||||||
Cash | $ 27,700 | |||||
Accounts receivable | 75,900 | |||||
Inventory | 27,600 | |||||
Equipment and other fixed assets | 163,500 | |||||
Identifiable intangible assets | 138,200 | |||||
Goodwill | 2,100 | |||||
Deferred tax liability | (63,700) | |||||
Accounts payable and accrued expenses | (82,700) | |||||
Net liabilities - working capital | (20,900) | |||||
AeroCare Holdings [Member] | Tradenames [Member] | ||||||
Estimated fair values of net assets acquired | ||||||
Identifiable intangible assets | $ 68,200 | |||||
Other | Maximum | ||||||
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination [Abstract] | ||||||
Total consideration | $ 2,200 | |||||
Significant Acquisitions In 2020 [Member] | ||||||
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination [Abstract] | ||||||
Cash payment | 106,178 | |||||
Equity consideration issued in connection with acquisitions | 6,248 | |||||
Deferred payments | 14 | |||||
Total consideration | 112,440 | |||||
Estimated fair values of net assets acquired | ||||||
Cash | 337 | |||||
Accounts receivable | 19,574 | |||||
Inventory | 4,780 | |||||
Prepaid and other current assets | 1,334 | |||||
Equipment and other fixed assets | 24,406 | |||||
Goodwill | 74,016 | |||||
Accounts payable and accrued expenses | (6,494) | |||||
Contract liabilities | (2,467) | |||||
Unfavorable lease liability | (1,419) | |||||
Capital lease obligations | (1,627) | |||||
Net assets acquired | 112,440 | |||||
Patient Care Solutions (PCS) [Member] | ||||||
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination [Abstract] | ||||||
Interest acquired, as a percent | 100.00% | |||||
Estimated fair values of net assets acquired | ||||||
Accounts receivable | 16,300 | |||||
Equipment and other fixed assets | 500 | |||||
Goodwill | 1,400 | |||||
Net liabilities - working capital | (3,200) | |||||
Advanced Home Care Inc [Member] | ||||||
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination [Abstract] | ||||||
Maximum potential contingent consideration | 9,000 | $ 5,000 | ||||
Estimated fair values of net assets acquired | ||||||
Net assets - working capital | 1,500 | |||||
Equipment and other fixed assets | 18,500 | |||||
Goodwill | $ 38,500 |
Acquisitions - Pro-forma Financ
Acquisitions - Pro-forma Financial Information and Results of Business Acquired (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Pro-forma financial information: | ||
Pro-forma net revenue | $ 564,148 | $ 482,471 |
Pro-forma operating income | 21,511 | 41,059 |
Net revenue since acquisition date | 142,648 | 40,725 |
Operating income (loss) since acquisition date | $ 20,383 | $ (5,560) |
Equipment and Other Fixed Ass_3
Equipment and Other Fixed Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Equipment and other fixed assets, gross | $ 400,361 | $ 192,417 |
Less accumulated depreciation | (101,824) | (81,949) |
Equipment and other fixed assets, net | 298,537 | 110,468 |
Patient medical equipment | ||
Property, Plant and Equipment [Line Items] | ||
Equipment and other fixed assets, gross | 341,734 | 158,108 |
Delivery vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Equipment and other fixed assets, gross | 19,997 | 8,211 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Equipment and other fixed assets, gross | $ 38,630 | $ 26,098 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Net carrying amount | ||
Beginning balance | $ 998,810,000 | |
Acquired goodwill during the period | 2,143,322,000 | |
Receipt of prior escrow payment | (558,000) | |
Increase | 502,000 | |
Ending balance | 3,142,076,000 | |
Goodwill, Impairment Loss | $ 0 | $ 0 |
Goodwill and Identifiable Intan
Goodwill and Identifiable Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 10,322 | $ 0 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Rolling Maturity [Abstract] | |||
2022 | 55,416 | ||
2023 | 49,583 | ||
2024 | 20,416 | ||
2025 | 20,402 | ||
2026 | 18,899 | ||
Thereafter | 80,523 | ||
Finite-Lived Intangible Assets, Net, Total | 245,239 | $ 116,061 | |
Impairment of Intangible Assets, Finite-lived | 0 | $ 0 | |
Tradenames [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 3,917 | $ 1,793 | |
Finite-Lived Intangible Assets, Remaining Amortization Period | 9 years 6 months | 8 years 9 months 18 days | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Rolling Maturity [Abstract] | |||
Finite-Lived Intangible Assets, Net, Total | $ 99,383 | $ 32,007 | |
Payor contracts | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 5,666 | $ 3,616 | |
Finite-Lived Intangible Assets, Remaining Amortization Period | 9 years 3 months 18 days | 9 years 7 months 6 days | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Rolling Maturity [Abstract] | |||
Finite-Lived Intangible Assets, Net, Total | $ 76,334 | $ 78,384 | |
Contractual rental agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 5,833 | ||
Finite-Lived Intangible Assets, Remaining Amortization Period | 2 years | ||
Finite-Lived Intangible Assets, Net, Amortization Expense, Rolling Maturity [Abstract] | |||
Finite-Lived Intangible Assets, Net, Total | $ 64,167 | ||
Developed technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 945 | $ 630 | |
Finite-Lived Intangible Assets, Remaining Amortization Period | 4 years 3 months 18 days | 4 years 6 months | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Rolling Maturity [Abstract] | |||
Finite-Lived Intangible Assets, Net, Total | $ 5,355 | $ 5,670 |
Fair Value of Assets and Liab_3
Fair Value of Assets and Liabilities - Valuation of Financial Assets and Liabilities (Details) - Recurring - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Level 1 | ||
Assets | ||
Total assets measured at fair value | $ 59 | $ 5,602 |
Level 1 | Money market accounts | ||
Assets | ||
Total assets measured at fair value | 59 | 5,602 |
Level 2 | ||
Liabilities | ||
Total liabilities measured at fair value | 13,576 | 16,161 |
Level 2 | Interest Rate Swap Short-term [Member] | ||
Liabilities | ||
Total liabilities measured at fair value | 5,919 | 5,941 |
Level 2 | Interest Rate Swap Long-term [Member] | ||
Liabilities | ||
Total liabilities measured at fair value | 7,657 | 10,220 |
Level 3 | ||
Liabilities | ||
Total liabilities measured at fair value | 213,055 | 217,922 |
Level 3 | Acquisition-related contingent consideration obligations-short term | ||
Liabilities | ||
Total liabilities measured at fair value | 32,258 | 23,941 |
Level 3 | Acquisition-related contingent consideration obligations-long term | ||
Liabilities | ||
Total liabilities measured at fair value | 1,548 | 9,599 |
Level 3 | Contingent consideration common shares liability-short term | ||
Liabilities | ||
Total liabilities measured at fair value | 36,103 | 36,846 |
Level 3 | Contingent consideration common shares liability-long term | ||
Liabilities | ||
Total liabilities measured at fair value | 32,409 | 33,631 |
Level 3 | Warrant Liability Noncurrent [Member] | ||
Liabilities | ||
Total liabilities measured at fair value | $ 110,737 | $ 113,905 |
Fair Value - Contingent Conside
Fair Value - Contingent Consideration (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Business Acquisition, Contingent Consideration [Line Items] | ||
Contingent consideration liability at beginning of period | $ 33,540 | $ 14,725 |
Gain | 183 | (2,000) |
Other activity | 83 | |
Contingent consideration liability at end of period | 33,806 | $ 12,725 |
Level 3 | Other current liabilities | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Contingent consideration liability at beginning of period | 23,900 | |
Contingent consideration liability at end of period | 32,300 | |
Level 3 | Other long-term liabilities | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Contingent consideration liability at beginning of period | 9,600 | |
Contingent consideration liability at end of period | $ 1,500 |
Fair Value of Assets and Liab_4
Fair Value of Assets and Liabilities - Non-financial Assets Measured on Non-recurring Basis (Details) - Nonrecurring - Level 3 - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Goodwill (annual impairment assessment) | $ 3,142,076 | $ 998,810 |
Finite-lived Intangible Assets, Fair Value Disclosure | $ 245,239 | $ 116,061 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Financial instruments (Details) - Derivatives designated as hedging instruments - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Derivative financial instruments | ||
Fair Value Liability | $ (13,576) | $ (16,161) |
Interest rate swap agreements | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | 250,000 | 250,000 |
Interest rate swap agreements | Other current liabilities | ||
Derivative financial instruments | ||
Fair Value Liability | (5,919) | (5,941) |
Interest rate swap agreements | Other long-term liabilities | ||
Derivative financial instruments | ||
Fair Value Liability | $ (7,657) | $ (10,220) |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities - Effect on Accumulated Other Comprehensive Income (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income | $ 0.7 | $ 0.7 |
Derivatives in cash flow hedging relationships | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain or (Loss) Recognized in OCI on Derivative | $ 2.6 | $ (10.7) |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Accounts Payable and Accrued Expenses | ||
Accounts payable | $ 229,154 | $ 191,038 |
Employee related accruals | 31,838 | 26,705 |
Accrued interest | 16,791 | 11,062 |
Other | 28,145 | 25,407 |
Accounts payable and accrued expenses | $ 305,928 | $ 254,212 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Jan. 20, 2021 | Dec. 31, 2020 | Jul. 31, 2020 | Mar. 31, 2019 |
Debt Instrument [Line Items] | |||||
Debt, Net | $ 1,766,329 | $ 784,714 | |||
Current portion | (17,500) | (8,146) | |||
Long-term portion | 1,748,829 | 776,568 | |||
Revolving Credit Loans 2021 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt, Gross | 95,000 | ||||
Debt, Net | 95,000 | ||||
Borrowing capacity | $ 250,000 | ||||
Term Loan 2021 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt, Gross | 700,000 | ||||
Borrowing capacity | $ 700,000 | ||||
Revolving Credit Loans Maturing July 2025 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt, Gross | 55,000 | ||||
Borrowing capacity | $ 200,000 | ||||
Term Loan Maturing July 2025 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt, Gross | 248,438 | ||||
Borrowing capacity | $ 250,000 | ||||
Senior Unsecured Notes 4.625 Per Cent Due 2029 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt, Gross | 850,000 | ||||
Senior Notes 6.125 Percent Due 2028 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt, Gross | 350,000 | ||||
New Promissory Note | |||||
Debt Instrument [Line Items] | |||||
Debt, Gross | $ 143,500 | 143,500 | |||
Other | |||||
Debt Instrument [Line Items] | |||||
Debt, Gross | $ 333 | ||||
2019 Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Borrowing capacity | $ 425,000 | ||||
Initial/credit facility term loan | |||||
Debt Instrument [Line Items] | |||||
Borrowing capacity | 300,000 | ||||
Delayed Draw Term Loan | |||||
Debt Instrument [Line Items] | |||||
Borrowing capacity | 50,000 | ||||
Revolving credit facility/revolver | |||||
Debt Instrument [Line Items] | |||||
Borrowing capacity | $ 75,000 |
Debt - Credit Facilities (Detai
Debt - Credit Facilities (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |||||||
Apr. 30, 2021 | Jul. 31, 2020 | Nov. 30, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Jan. 20, 2021 | Jan. 04, 2021 | Dec. 31, 2020 | Mar. 31, 2019 | |
Debt Instrument [Line Items] | |||||||||
Write-off of deferred financing costs | $ 4,213 | ||||||||
Proceeds from Lines of Credit | 795,000 | $ 70,000 | |||||||
Repayment of loan | 303,771 | $ 984 | |||||||
Credit Agreement 2021 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Payments of Debt Issuance Costs | 5,700 | ||||||||
Write-off of deferred financing costs | 4,200 | ||||||||
Letters of credit outstanding | $ 13,500 | ||||||||
Credit Agreement 2021 [Member] | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Commitment fee (as a percent) | 0.25% | ||||||||
Credit Agreement 2021 [Member] | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Commitment fee (as a percent) | 0.50% | ||||||||
Credit Agreement 2021 [Member] | LIBOR | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Rate margin (as a percent) | 1.50% | ||||||||
Credit Agreement 2021 [Member] | LIBOR | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Rate margin (as a percent) | 3.25% | ||||||||
Revolving Credit Loans 2021 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowing capacity | $ 250,000 | ||||||||
Proceeds from Lines of Credit | $ 95,000 | ||||||||
Debt balance outstanding | 95,000 | ||||||||
Revolver balance | $ 40,000 | ||||||||
Credit facility Interest rate | 3.13% | ||||||||
Remaining maximum borrowings available | $ 141,500 | ||||||||
Revolving Credit Loans 2021 [Member] | Subsequent Event | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowing capacity | $ 450,000 | ||||||||
Letter Of Credit 2021 [Member] | Subsequent Event | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowing capacity | 55,000 | ||||||||
Term Loan 2021 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowing capacity | $ 700,000 | ||||||||
Debt balance outstanding | $ 700,000 | ||||||||
Credit facility Interest rate | 3.13% | ||||||||
Term Loan 2021 [Member] | Subsequent Event | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowing capacity | 800,000 | ||||||||
Increase in borrowing capacity | $ 100,000 | ||||||||
Term Loan 2021 [Member] | First Specified Repayment Period [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Quarterly principal repayments | $ 5,000 | ||||||||
Term Loan 2021 [Member] | Second Specified Repayment Period [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Quarterly principal repayments | 10,000 | ||||||||
Revolving Credit Loans Maturing July 2025 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowing capacity | $ 200,000 | ||||||||
Debt balance outstanding | $ 55,000 | ||||||||
Revolving Credit Loans Maturing July 2025 [Member] | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Commitment fee (as a percent) | 0.25% | ||||||||
Revolving Credit Loans Maturing July 2025 [Member] | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Commitment fee (as a percent) | 0.50% | ||||||||
Term Loan Maturing July 2025 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowing capacity | $ 250,000 | ||||||||
Debt balance outstanding | 248,438 | ||||||||
Term Loan Maturing July 2025 [Member] | LIBOR | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Rate margin (as a percent) | 2.50% | ||||||||
Term Loan Maturing July 2025 [Member] | LIBOR | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Rate margin (as a percent) | 3.75% | ||||||||
Senior Unsecured Notes 4.625 Per Cent Due 2029 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Face amount | $ 500,000 | ||||||||
Debt balance outstanding | 850,000 | ||||||||
Debt Interest rate | 4.625% | ||||||||
Senior Notes 6.125 Percent Due 2028 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Face amount | $ 350,000 | ||||||||
Debt balance outstanding | 350,000 | ||||||||
Debt Interest rate | 6.125% | ||||||||
New Promissory Note | |||||||||
Debt Instrument [Line Items] | |||||||||
Face amount | $ 143,500 | ||||||||
Debt balance outstanding | $ 143,500 | 143,500 | |||||||
Promissory Note With Investor [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Face amount | 100,000 | ||||||||
Promissory Note From Members Interest [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Face amount | 43,500 | ||||||||
Other | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt balance outstanding | $ 333 | ||||||||
2019 Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowing capacity | 425,000 | ||||||||
Proceeds from Lines of Credit | $ 216,300 | ||||||||
Repayment of credit facility | $ 523,900 | ||||||||
Initial/credit facility term loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowing capacity | 300,000 | ||||||||
Repayment of loan | $ 50,000 | ||||||||
Delayed Draw Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowing capacity | 50,000 | ||||||||
Revolving credit facility/revolver | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowing capacity | $ 75,000 |
Debt - Notes (Details)
Debt - Notes (Details) - USD ($) $ in Thousands | Jan. 04, 2021 | Jul. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||||||
Proceeds from the issuance of senior unsecured notes | $ 500,000 | |||||
Deferred financing costs | 22,171 | $ 12,557 | ||||
Repayments of Long-term Debt | $ 303,771 | $ 984 | ||||
New Promissory Note | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 143,500 | |||||
New Promissory Note | Period starting on the closing date and ending on the seventh anniversary | ||||||
Debt Instrument [Line Items] | ||||||
Debt Interest rate | 12.00% | |||||
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 | Make-whole Premium, First Period [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Make-whole premium, as a percent | 15.00% | |||||
New Promissory Note | Make-whole Premium, Second Period [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Make-whole premium, as a percent | 10.00% | |||||
New Promissory Note | Make-whole Premium, Third Period [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Make-whole premium, as a percent | 5.00% | |||||
New Promissory Note | LIBOR | 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 (as a percent) | 12.00% | |||||
Promissory Note With Investor [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 100,000 | |||||
Promissory Note From Members Interest [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 43,500 | |||||
Senior Unsecured Notes 4.625 Per Cent Due 2029 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 500,000 | |||||
Debt Interest rate | 4.625% | |||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 40.00% | |||||
Debt Instrument Redemption Price Percentage, Proceeds From Equity Offerings | 104.625% | |||||
Deferred financing costs | $ 10,400 | |||||
Senior Unsecured Notes 4.625 Per Cent Due 2029 [Member] | Redemption Period One | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Redemption Price, Percentage | 100.00% | |||||
Senior Unsecured Notes 4.625 Per Cent Due 2029 [Member] | Redemption Period Two | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Redemption Price, Percentage | 102.313% | |||||
Senior Unsecured Notes 4.625 Per Cent Due 2029 [Member] | Redemption Period Three | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Redemption Price, Percentage | 101.156% | |||||
Senior Unsecured Notes 4.625 Per Cent Due 2029 [Member] | Redemption Period Four | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Redemption Price, Percentage | 100.00% | |||||
Senior Notes 6.125 Percent Due 2028 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 350,000 | |||||
Debt Interest rate | 6.125% | |||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 40.00% | |||||
Debt Instrument Redemption Price Percentage, Proceeds From Equity Offerings | 106.125% | |||||
Senior Notes 6.125 Percent Due 2028 [Member] | Redemption Period One | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Redemption Price, Percentage | 100.00% | |||||
Senior Notes 6.125 Percent Due 2028 [Member] | Redemption Period Two | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Redemption Price, Percentage | 103.063% | |||||
Senior Notes 6.125 Percent Due 2028 [Member] | Redemption Period Three | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Redemption Price, Percentage | 102.042% | |||||
Senior Notes 6.125 Percent Due 2028 [Member] | Redemption Period Four | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Redemption Price, Percentage | 101.021% | |||||
Senior Notes 6.125 Percent Due 2028 [Member] | Redemption Period Five and thereafter | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Redemption Price, Percentage | 100.00% |
Stockholders' Equity - Activity
Stockholders' Equity - Activity (Details) $ / shares in Units, $ in Thousands | Mar. 18, 2021shares | Jan. 08, 2021USD ($)$ / sharesshares | Jan. 01, 2021shares | Nov. 08, 2019 | Jun. 30, 2020$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($) | Feb. 01, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Subsidiary or Equity Method Investee [Line Items] | |||||||||
Net proceeds | $ | $ 278,850 | ||||||||
Offering costs | $ | 13,832 | ||||||||
Stock exchange ratio | 1 | ||||||||
Exchange of equity interests, in shares | 13,218,758 | ||||||||
Value of shares exchanged | $ | $ 77,900 | ||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Debt repayment | $ | $ 303,771 | $ 984 | |||||||
Preferred stock, shares issued (in shares) | 124,060 | 163,560 | |||||||
Adapt Health Holdings LLC | |||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||
Percentage of economic and voting interests | 49.00% | ||||||||
DFB Acquisitions Corp | |||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||
Percentage of economic and voting interests | 51.00% | ||||||||
Adapt Health Holdings LLC | |||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||
Controlling interest, as a percent | 56.00% | ||||||||
Adapt Health Holdings LLC | Shareholders of Adapt Health Holdings LLC | |||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||
Noncontrolling interest, as a percent | 44.00% | ||||||||
Class A Common Stock | |||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||
Exchange of Class A Common Stock for Series B-1 Preferred Stock (in shares) | 15,810,547 | 3,950,000 | |||||||
Conversion Of Series C-1 Preferred Stock To Class A Common Stock, Shares | 13,047,473 | ||||||||
Series B-1 Preferred Stock | |||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||
Exchange of Class A Common Stock for Series B-1 Preferred Stock (in shares) | 158,105.47 | 39,500 | |||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||||
Preferred stock, liquidation preference (in dollars per share) | $ / shares | $ 0.0001 | ||||||||
Shares of common stock received in conversion for each share of preferred stock | 100 | ||||||||
Preferred stock conversion, ceiling as a percent of outstanding common stock | 4.9 | ||||||||
Series C Preferred Stock [Member] | |||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||
Preferred stock, liquidation preference (in dollars per share) | $ / shares | $ 0.0001 | ||||||||
Shares of common stock received in conversion for each share of preferred stock | 100 | ||||||||
Series C Preferred Stock [Member] | AeroCare Holdings [Member] | |||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||
Preferred stock, shares issued (in shares) | 130,474.73 | ||||||||
Public Offering [Member] | |||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||
Shares issued | 8,450,000 | ||||||||
Share Price | $ / shares | $ 33 | ||||||||
Proceeds from sale of stock | $ | $ 278,900 | $ 265,018 | |||||||
Net proceeds | $ | 265,600 | ||||||||
Offering costs | $ | $ 13,800 | $ 13,832 |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Nov. 08, 2019 | |
Warrants and Rights Note Disclosure [Abstract] | |||
Warrants outstanding | 4,280,548 | 12,666,666 | |
Common stock for each warrant exercised | 1 | ||
Warrant exercisable price | $ 11.50 | ||
Warrants exercised in cashless transaction, number exercised | 8,386,118 | ||
Warrant liability, beginning | $ 113,905 | $ 27,635 | |
Change in fair value of warrant liability | (3,168) | 36,100 | |
Reclassification of warrant liability to equity for exercised warrants | (15,273) | ||
Warrant liability, ending | $ 110,737 | $ 48,462 |
Stockholders' Equity - Continge
Stockholders' Equity - Contingent consideration (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Class of Stock [Line Items] | ||||
Earn-out consideration, shares per annual installment | 1 | |||
First stock price hurdle (in dollars per share) | $ 15 | |||
Second stock price hurdle (in dollars per share) | 18 | |||
Third stock price hurdle (in dollars per share) | $ 22 | |||
Earn-out consideration, number of shares issued during the period | 1 | |||
Change in amount of contingent common share liability | ||||
Contingent consideration common shares liability | $ 68,512 | $ 25,683 | $ 70,477 | $ 9,316 |
Change in fair value of contingent consideration - common shares liability | (1,965) | $ 16,367 | ||
Contingent consideration common shares liability | 36,103 | 36,846 | ||
Contingent Consideration Liability, Earn-Out, Current | 36,103 | 36,846 | ||
Long term portion of contingent consideration common shares liability | $ 32,409 | $ 33,631 | ||
Minimum | ||||
Class of Stock [Line Items] | ||||
Actual average share price during the period | $ 15 | |||
Class A Common Stock | ||||
Class of Stock [Line Items] | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | 0.0001 | ||
Class B Common Stock | ||||
Class of Stock [Line Items] | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Stockholders' Equity - Options
Stockholders' Equity - Options grants and assumptions (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended |
Jan. 31, 2021 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options granted | 703,170 | 703,000 |
Options granted, exercise price | $ 48.72 | |
Options granted, grant date fair value | $ 6.9 | |
Options With Lowest Exercise Price [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options granted | 199,800 | |
Options granted, exercise price | $ 42.61 | |
Options With Middle Exercise Price [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options granted | 233,100 | |
Options granted, exercise price | $ 48.17 | |
Options With Highest Exercise Price [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options granted | 270,270 | |
Options granted, exercise price | $ 53.72 | |
Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise period | 5 years | |
Expected volatility | 44.50% | |
Risk-free interest rate | 0.18% | |
Expected term | 4 years | |
2019 Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares authorized for issuance | 8,000,000 |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Option activity (Details) - $ / shares | 1 Months Ended | 3 Months Ended |
Jan. 31, 2021 | Mar. 31, 2021 | |
Number of Options | ||
Outstanding at beginning of period (in shares) | 3,464,000 | 3,464,000 |
Granted (in shares) | 703,170 | 703,000 |
Exercised (in shares) | (16,000) | |
Forfeited (in shares) | (31,000) | |
Outstanding at end of period (in shares) | 4,120,000 | |
Weighted-Average Grant Date Fair Value per Share | ||
Outstanding at beginning of period (in dollars per share) | $ 2.18 | $ 2.18 |
Granted (in dollars per share) | 9.81 | |
Exercised (in dollars per share) | 6.34 | |
Forfeited (in dollars per share) | 6.34 | |
Outstanding at end of period (in dollars per share) | 3.43 | |
Weighted-Average Exercise Price per Share | ||
Outstanding at beginning of period (in dollars per share) | $ 11.56 | 11.56 |
Granted (in dollars per share) | 48.72 | |
Exercised (in dollars per share) | 16.25 | |
Forfeited (in dollars per share) | 16.25 | |
Outstanding at end of period (in dollars per share) | $ 17.85 | |
Weighted Average Remaining Contractual Term | ||
Weighted average remaining contractual term (in years) | 8 years |
Stockholders' Equity - Restrict
Stockholders' Equity - Restricted stock (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
May 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | $ 8.6 | $ 2.2 | ||
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted, shares | 284,670 | |||
Grant date fair value | $ 11.1 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Non-vested balance at beginning of period | 2,248,000 | |||
Granted, shares | 284,670 | |||
Vested, shares | (119,000) | |||
Forfeited, shares | (27,000) | |||
Non-vested balance at end of period | 2,387,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||
Non-vested, grant date fair value at beginning of period | $ 15.60 | |||
Granted, grant date fair value | 38.98 | |||
Vested, grant date fair value | 15.37 | |||
Forfeited, grant date fair value | 16.59 | |||
Non-vested, grant date fair value at end of period | $ 18.39 | |||
Restricted Stock | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Restricted Stock | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
Vesting based on service (continued employment) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
Vesting percentage | 25.00% | 50.00% | ||
Vesting based on performance | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 1 year | |||
Vesting percentage | 50.00% |
Stockholders' Equity - Incentiv
Stockholders' Equity - Incentive units (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
May 31, 2020 | Mar. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2018 | |
Vesting based on service (continued employment) | ||||
Equitybased Compensation | ||||
Vesting percentage | 25.00% | 50.00% | ||
Vesting period | 4 years | |||
Accelerated vesting cost | $ 1.5 | |||
Vesting based on performance | ||||
Equitybased Compensation | ||||
Vesting percentage | 50.00% | |||
Vesting period | 1 year | |||
2019 Incentive Plan | ||||
Equitybased Compensation | ||||
Grant date fair value | $ 4.5 | |||
2018 Incentive Plan | ||||
Equitybased Compensation | ||||
Grant date fair value | $ 5.3 |
Stockholders' Equity - Other ac
Stockholders' Equity - Other activity (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-based compensation expense | $ 8.6 | $ 2.2 |
Awards To Newly Hired Employees [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted, shares | 53,249 | |
Equity-based compensation expense | $ 2 |
Stockholders' Equity - Equity-b
Stockholders' Equity - Equity-based compensation (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-based compensation expense | $ 8.6 | $ 2.2 |
Unrecognized compensation expense | $ 40.5 | |
Recognition period | 2 years 10 months 24 days | |
Stock available for issuance | 677,583 | |
General and administrative expenses | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-based compensation expense | $ 5.4 | 1.7 |
Cost of Sales [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-based compensation expense | $ 3.2 | $ 0.5 |
Earning Per Share (Details)
Earning Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Net Income (Loss) Attributable to Parent [Abstract] | ||
Net Income (Loss) Attributable to Parent | $ (3,966) | $ (34,551) |
Net income (loss) basic | (3,966) | (34,551) |
Change in fair value of contingent consideration - common shares liability | 1,965 | (16,367) |
Change in fair value of warrant liability | 3,168 | (36,100) |
Net Income (Loss) Available to Common Stockholders, Diluted | $ (9,099) | $ (34,551) |
Denominator: | ||
Weighted Average Number of Shares Outstanding, Basic | 111,109 | 41,977 |
Add: Contingent Consideration Shares | 2,000 | |
Add: Warrants | 2,886 | |
Diluted weighted average common shares outstanding | 115,995 | 41,977 |
Earnings Per Share, Basic | $ (0.04) | $ (0.82) |
Earnings Per Share, Diluted | $ (0.08) | $ (0.82) |
Anti-dilutive securities excluded (in shares) | 17,462 | 2,037 |
Preferred Stock | ||
Denominator: | ||
Anti-dilutive securities excluded (in shares) | 14,037 | |
Options | ||
Denominator: | ||
Anti-dilutive securities excluded (in shares) | 2,303 | |
Restricted Stock | ||
Denominator: | ||
Anti-dilutive securities excluded (in shares) | 1,122 | 412 |
Warrant [Member] | ||
Denominator: | ||
Anti-dilutive securities excluded (in shares) | 1,625 |
Leases - Capital (Details)
Leases - Capital (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Capital Leases, Future Minimum Payments Due, Rolling Maturity [Abstract] | |||
2022 | $ 20,261 | ||
2023 | 551 | ||
2024 | 78 | ||
Future annual minimum payments required under lease obligations | |||
Total | 20,890 | ||
Less amount representing interest | (151) | ||
Capital Leases, Future Minimum Payments, Present Value of Net Minimum Payments, Total | 20,739 | ||
Current portion | (20,162) | $ (22,282) | |
Noncurrent | 577 | ||
Equipment under capital leases | |||
Equipment under capital leases | |||
Cost of equipment under capital leases | 40,800 | 43,300 | |
Accumulated depreciation of equipment under capital leases | 12,200 | $ 13,000 | |
Maximum | |||
Capital Leased Assets [Line Items] | |||
Interest expense related to capital leases | $ 100 | $ 100 |
Lease - Operating (Details)
Lease - Operating (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Lease Commitments | |||
Deferred rent | $ 1,500 | $ 1,400 | |
Rent expense | 7,900 | $ 3,500 | |
Operating Leases, Future Minimum Payments Due, Rolling Maturity [Abstract] | |||
2022 | 26,899 | ||
2023 | 25,924 | ||
2024 | 19,154 | ||
2025 | 12,299 | ||
2026 | 7,106 | ||
Thereafter | 15,837 | ||
Minimum annual lease commitments under noncancelable leases | |||
Lease commitments | 107,219 | ||
Minimum sublease rentals | $ 1,700 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Income Taxes | |||
Income Tax Expense (Benefit) | $ (1,695) | $ (1,641) | |
Unrecognized tax benefits | 1,900 | $ 1,900 | |
Increase in liability due to additional exchanges | 146,500 | ||
Increase in deferred tax asset | 163,300 | ||
Liability related to TRA | $ 300,100 | $ 152,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 1 Months Ended | |
May 31, 2018item | Mar. 31, 2021USD ($) | |
Commitments and Contingencies. | ||
Accrual related to lawsuits, claims, investigations and proceedings | $ | $ 0 | |
Number of subsidiaries | item | 1 | |
Agreement Term | 5 years |
Related Party Transactions (Det
Related Party Transactions (Details) - Vendor two $ in Millions | 3 Months Ended | |
Mar. 31, 2021USD ($)item | Mar. 31, 2020USD ($) | |
Related Party Transaction [Line Items] | ||
Number of executives | item | 2 | |
Ownership interest, as a percent | 1.00% | |
Expense for related party | $ | $ 1 | $ 0.5 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | Apr. 30, 2021 | Mar. 31, 2021 | Mar. 18, 2021 | Feb. 01, 2021 | Dec. 31, 2020 | Nov. 08, 2019 |
Subsequent Event | ||||||
Preferred Stock, Shares Issued | 124,060 | 163,560 | ||||
Exercise price | $ 11.50 | |||||
Series C Preferred Stock [Member] | ||||||
Subsequent Event | ||||||
Preferred stock, liquidation preference (in dollars per share) | $ 0.0001 | |||||
Shares of common stock received in conversion for each share of preferred stock | 100 | |||||
Subsequent Event | Spiro Health Services [Member] | ||||||
Subsequent Event | ||||||
Interest acquired, as a percent | 100.00% | |||||
Cash payment | $ 66.1 | |||||
Issuance of stock for acquisitions (in shares) | 244,641 |