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FALSE000172525500017252552023-02-272023-02-27

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

February 27, 2023
Date of Report (date of earliest event reported)

AdaptHealth Corp.
(Exact name of registrant as specified in its charter)

Delaware
001-38399
82-3677704
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification Number)
220 West Germantown Pike, Suite 250, Plymouth Meeting, PA 19462
(Address of principal executive offices and zip code)
(610) 424-4515
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, par value $0.0001 per share AHCO The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company    ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 2.02 - Results of Operations and Financial Condition.

The following information is furnished pursuant to Regulation FD.

On February 27, 2023, AdaptHealth Corp. (the "Company") issued a press release (the “Press Release”) announcing financial results for the fourth quarter and fiscal year ended December 31, 2022. A copy of the Press Release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by reference in such filing.

Item 9.01 - Financial Statements and Exhibits
(d)    Exhibits

Exhibit No. Description
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Dated: February 27, 2023



AdaptHealth Corp.
By:
/s/ Jason Clemens
Name:
Jason Clemens
Title:
Chief Financial Officer

EX-99.1 2 ahco-20230227x8k_ex991.htm EX-99.1 Document

Exhibit 99.1
ahco_img001a.jpg
FOR IMMEDIATE RELEASE
 

ADAPTHEALTH CORP. ANNOUNCES FOURTH QUARTER AND FULL-YEAR 2022 RESULTS
AND UPDATES 2023 OUTLOOK
 
PLYMOUTH MEETING, Pa. – February 27, 2023 - AdaptHealth Corp. (NASDAQ: AHCO) (“AdaptHealth” or the “Company”), a national leader in providing patient-centered, healthcare-at-home solutions including home medical equipment, medical supplies, and related services, announced today financial results for the fourth quarter and fiscal year ended December 31, 2022.
 
Highlights of 2022

•AdaptHealth provides needed medical equipment and supplies to approximately 3.9 million patients annually.
•Net revenue increased 21% over full-year 2021, driven by acquired growth of 17.9% and non-acquired growth of 3.5%.
•Net income attributable to AdaptHealth Corp. was $69.3 million, or $0.33 per diluted share, compared to $156.2 million, or $0.67 per diluted share, in 2021.
•Adjusted EBITDA was $593.8 million, an increase of 4.9% from full-year 2021.
•Cash flow from operations was $373.9 million in 2022, up from $275.7 million in 2021.

Fourth Quarter Results and Highlights
 
•AdaptHealth reported Net revenue of $780.3 million for the fourth quarter of 2022 compared to $702.1 million in the fourth quarter of 2021, an increase of 11.1% including non-acquired growth of 5.3%.
•Strong sequential growth in Sleep revenue and further improvement in supply of PAP equipment.
•Net loss attributable to AdaptHealth Corp. was $2.6 million, or $(0.02) per diluted share, compared to net income attributable to AdaptHealth Corp. of $22.9 million, or $0.15 per diluted share, in the fourth quarter of 2021.
•Adjusted EBITDA was $146.0 million, compared to $158.1 million in the fourth quarter of 2021, a decrease of 7.7%.
•Cash flow from operations was $96.9 million, compared to $100.9 million in the fourth quarter of 2021.

Guidance Updated for Fiscal Year 2023
 
The Company is updating its initial financial guidance for fiscal year 2023, as follows:
 
•Net revenue of $3.160 billion to $3.240 billion (previously $3.210 billion to $3.290 billion);
•Adjusted EBITDA of $650 million to $710 million (previously $690 million to $750 million);
•Total capital expenditures representing 10-12% of net revenue (previously 9-11% of net revenue).

Guidance for fiscal year 2023 does not include any contributions from acquisitions that have not yet closed.
     
Management Commentary
 
Steve Griggs, Chief Executive Officer, commented, “2022 was another year of substantial progress for AdaptHealth. We advanced a number of strategic initiatives, including completing the integration of our merger with AeroCare, stabilizing and optimizing our internal processes, and continuing to invest in the technology, tools, and talent to deliver on the goals that we presented at our Capital Markets Day. As a result of these investments and the efforts of our 10,931 employees, AdaptHealth has continued to grow and prosper, and the company is entering 2023 from a position of strength.

We are disappointed that Adjusted EBITDA fell short of our full-year guidance due primarily to larger impacts from revenue mix and cost pressures than we previously expected. However, we are excited about the immediate future and our long-term opportunities, and are confident that management will execute on new cost containment programs to ensure we deliver on our updated guidance.”
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Josh Parnes, President, said, “Over the past year, AdaptHealth took the first steps toward building our vision for the future of our company and our expectations to help lead the transition of value-based care into the home. We are already playing a critical role in the healthcare continuum, especially for post-acute and chronic disease patients, and are now in the process of enhancing the connectivity for the benefit of our patients, payors, and provider partners.”
 
 
Conference Call
 
Management will host a conference call at 8:30 am ET tomorrow to discuss the results and business activities. Interested parties may participate in the call by dialing:
 
•(800) 245-3047 (Domestic) or
•(203) 518-9765 (International)
When prompted, reference Conference ID: AHCO4Q22
 
Webcast registration: Click Here
 
Following the live call, a replay will be available for six months on the Company's website, www.adapthealth.com under "Investor Relations."
 
About AdaptHealth Corp.
 
AdaptHealth is a national leader in providing patient-centered, healthcare-at-home solutions including home medical equipment (HME), medical supplies, and related services. The Company provides a full suite of medical products and solutions designed to help patients manage chronic conditions in the home, adapt to challenges in their activities of daily living, and thrive. Product and service offerings include (i) sleep therapy equipment, supplies, and related services (including CPAP and bi PAP services) to individuals suffering from obstructive sleep apnea, (ii) medical devices and supplies to patients for the treatment of diabetes (including continuous glucose monitors and insulin pumps), (iii) HME to patients discharged from acute care and other facilities, (iv) oxygen and related chronic therapy services in the home, and (v) other HME devices and supplies on behalf of chronically ill patients with wound care, urological, incontinence, ostomy and nutritional supply needs. The Company is proud to partner with an extensive and highly diversified network of referral sources, including acute care hospitals, sleep labs, pulmonologists, skilled nursing facilities, and clinics. AdaptHealth services beneficiaries of Medicare, Medicaid, and commercial insurance payors, reaching approximately 3.9 million patients annually in all 50 states through its network of approximately 725 locations in 47 states.
 
Forward-Looking Statements
 
This press release includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding projections, estimates and forecasts of revenue and other financial and performance metrics and projections of market opportunity and expectations and the Company’s acquisition pipeline. These statements are based on various assumptions and on the current expectations of AdaptHealth management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company.
 
These forward-looking statements are subject to a number of risks and uncertainties, including the outcome of judicial and administrative proceedings to which the Company may become a party or governmental investigations to which the Company may become subject that could interrupt or limit the Company’s operations, result in adverse judgments, settlements or fines and create negative publicity; changes in the Company’s customers’ preferences, prospects and the competitive conditions prevailing in the healthcare sector. A further description of such risks and uncertainties can be found in the Company’s filings with the Securities and Exchange Commission. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company presently knows or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date of this press release. The Company anticipates that subsequent events and developments will cause the Company’s assessments to change.
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However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
 
Use of Non-GAAP Financial Information and Financial Guidance
 
This release contains non-GAAP financial guidance, which is adjusted to exclude certain costs, expenses, gains and losses and other specified items that are evaluated on an individual basis. These non-GAAP items are adjusted after considering their quantitative and qualitative aspects and typically have one or more of the following characteristics, such as being highly variable, difficult to project, unusual in nature, significant to the results of a particular period or not indicative of future operating results. Similar charges or gains were recognized in prior periods and will likely reoccur in future periods.
 
The Company uses EBITDA, Adjusted EBITDA and Free Cash Flow, which are financial measures that are not in accordance with generally accepted accounting principles in the United States, or U.S. GAAP, to analyze its financial results and believes that they are useful to investors, as a supplement to U.S. GAAP measures.
 
The Company believes Adjusted EBITDA is useful to investors in evaluating the Company’s financial performance. The Company uses this metric as the profitability measure in its incentive compensation plans that have a profitability component and to evaluate acquisition opportunities, where it is most often used for purposes of contingent consideration arrangements.
 
EBITDA and Adjusted EBITDA should not be considered as measures of financial performance under U.S. GAAP, and the items excluded from EBITDA and Adjusted EBITDA are significant components in understanding and assessing financial performance. Accordingly, these key business metrics have limitations as an analytical tool. They should not be considered as an alternative to net income or any other performance measures derived in accordance with U.S. GAAP or as an alternative to cash flows from operating activities as a measure of the Company’s liquidity.

The Company uses free cash flow in its operational and financial decision-making and believes free cash flow is useful to investors because similar measures are frequently used by securities analysts, investors, ratings agencies and other interested parties to evaluate the Company's competitors and to measure the ability of companies to service their debt. The Company's presentation of free cash flow should not be construed as a measure of liquidity or discretionary cash available to the Company to fund its cash needs, including investing in the growth of its business and meeting its obligations.
 
There is no reliable or reasonably estimable comparable GAAP measure for the Company’s non-GAAP financial guidance because the Company is not able to reliably predict the impact of certain items, including equity-based compensation expense, transaction costs, changes in fair value of the warrant liability, and other non-recurring items of expense or income in full year 2023. As a result, reconciliation of these non-GAAP measures to the most directly comparable GAAP measure is not available without unreasonable effort. In addition, the Company believes such a reconciliation would imply a degree of precision and certainty that could be confusing to investors. The variability of the specified items may have a significant and unpredictable impact on the Company’s future GAAP results.
 
In addition, the Company’s non-GAAP financial guidance in this release excludes the impact of any potential additional future strategic acquisitions and any specified items that have not yet been identified and quantified. The financial guidance is subject to risks and uncertainties applicable to all forward-looking statements as described elsewhere in this press release.

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ADAPTHEALTH CORP.
Condensed Consolidated Balance Sheets (Unaudited)
 
(in thousands)   December 31, 2022 December 31, 2021
Assets  
Current assets:  
Cash and cash equivalents   $ 46,272  $ 149,627 
Accounts receivable   359,146  359,896 
Inventory   127,754  123,095 
Prepaid and other current assets   52,136  37,440 
Total current assets   585,308  670,058 
Equipment and other fixed assets, net   487,079  398,577 
Operating lease right-of-use assets   129,506  147,760 
Finance lease right-of-use assets 5,423  — 
Goodwill   3,545,297  3,512,567 
Identifiable intangible assets, net   162,773  202,231 
Other assets   22,415  15,098 
Deferred tax assets   281,786  304,193 
Total Assets   $ 5,219,587  $ 5,250,484 
Liabilities and Stockholders' Equity  
Current liabilities:  
Accounts payable and accrued expenses   $ 337,498  $ 358,384 
Current portion of long-term debt   35,000  20,000 
Current portion of operating lease obligations   30,001  31,418 
Current portion of finance lease obligations   2,211  15,446 
Contract liabilities   31,641  31,370 
Other liabilities   19,863  43,194 
Total current liabilities   456,214  499,812 
Long-term debt, less current portion   2,153,267  2,183,552 
Operating lease obligations, less current portion   104,394  120,180 
Finance lease obligations, less current portion 3,950  — 
Other long-term liabilities   305,501  322,487 
Warrant liability   38,503  57,764 
Total Liabilities   3,061,829  3,183,795 
Total Stockholders' Equity   2,157,758  2,066,689 
Total Liabilities and Stockholders' Equity   $ 5,219,587  $ 5,250,484 
 
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ADAPTHEALTH CORP.
  Consolidated Statements of Operations (Unaudited)
 
 
Three Months Ended
 
Twelve Months Ended
(in thousands, except per share data)
December 31,
 
December 31,
 
2022
 
2021
 
2022
2021
Net revenue $ 780,283    $ 702,106    $ 2,970,595  $ 2,454,535 
Grant income —    10,595    —  10,595 
Costs and expenses:    
Cost of net revenue 699,322    591,620    2,553,169  2,008,925 
General and administrative expenses 37,452    34,921    162,125  167,505 
Depreciation and amortization, excluding patient equipment depreciation 16,777    17,081    64,890  63,095 
Total costs and expenses 753,551    643,622    2,780,184  2,239,525 
Operating income 26,732    69,079    190,411  225,605 
Interest expense, net 30,509    25,611    109,414  95,195 
Change in fair value of warrant liability (13)   4,178    (17,158) (53,181)
Change in fair value of contingent consideration common shares liability —    4,661    —  (29,389)
Loss on extinguishment of debt —    —    —  20,189 
Other (income) loss, net (6,926)   1,134    253  1,832 
Income before income taxes 3,162    33,495    97,902  190,959 
Income tax expense 4,733    10,024    24,769  32,806 
Net (loss) income (1,571)   23,471    73,133  158,153 
Income attritbutable to noncontrolling interests 1,017    529    3,817  1,978 
Net (loss) income attributable to AdpatHealth Corp. $ (2,588)   $ 22,942    $ 69,316  $ 156,175 
   
Weighted average common shares outstanding - basic 134,139   132,470    134,175  126,306 
Weighted average common shares outstanding - diluted 134,139   136,376    138,988  133,034 
   
Basic net (loss) income per share $ (0.02)   $ 0.16    $ 0.47  $ 1.12 
Diluted net (loss) income per share $ (0.02)   $ 0.15    $ 0.33  $ 0.67 
 
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ADAPTHEALTH CORP.
 Consolidated Statements of Cash Flows (Unaudited)
(in thousands) Twelve Months Ended December 31,
2022 2021
Cash flows from operating activities:
Net income $ 73,133  $ 158,153 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization, including patient equipment depreciation 351,178  258,053 
Equity-based compensation 22,397  25,323 
Change in fair value of warrant liability (17,158) (53,181)
Change in fair value of contingent consideration common shares liability —  (29,389)
Reduction in the carrying amount of operating lease right-of-use assets 32,264  28,624 
Deferred income tax expense 18,036  22,380 
Change in fair value of interest rate swaps, net of reclassification adjustment (2,936) (2,927)
Amortization of deferred financing costs 5,234  5,378 
Write-off of deferred financing costs —  4,054 
Loss on extinguishment of debt from prepayment penalty —  16,135 
Other (285) (3,615)
Changes in operating assets and liabilities, net of effects from acquisitions:
Accounts receivable (209) (29,694)
Inventory (6,300) (14,920)
Prepaid and other assets (13,143) 2,731 
Operating lease obligations (31,213) (28,043)
Operating liabilities (57,131) (83,383)
Net cash provided by operating activities 373,867  275,679 
Cash flows from investing activities:
Payments for business acquisitions, net of cash acquired (19,017) (1,620,320)
Purchases of equipment and other fixed assets (391,423) (203,308)
Payments for cost method investments (731) (1,125)
Net cash used in investing activities (411,171) (1,824,753)
Cash flows from financing activities:
Proceeds from borrowings on long-term debt and lines of credit —  1,165,000 
Repayments on long-term debt and lines of credit (20,000) (827,271)
Repayments of finance lease obligations (16,176) (42,164)
Payments for shares purchased under share repurchase program (13,992) — 
Proceeds from the exercise of stock options 2,510  12,320 
Proceeds received in connection with employee stock purchase plan 1,616  1,016 
Payments for tax withholdings from equity-based compensation and stock option exercises (3,516) (3,557)
Payments of contingent consideration and deferred purchase price from acquisitions (14,493) (25,233)
Distributions to noncontrolling interests (2,000) (1,070)
Proceeds from the issuance of senior unsecured notes —  1,100,000 
Proceeds from the issuance of Class A Common Stock —  278,850 
Payments for equity issuance costs —  (13,832)
Payments of deferred financing costs —  (29,185)
Payments for debt prepayment penalties —  (16,135)
Net cash (used in) provided by financing activities (66,051) 1,598,739 
Net (decrease) increase in cash and cash equivalents (103,355) 49,665 
Cash and cash equivalents at beginning of period 149,627  99,962 
Cash and cash equivalents at end of period $ 46,272  $ 149,627 
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Non-GAAP Financial Measures
 
EBITDA and Adjusted EBITDA

This press release presents AdaptHealth’s EBITDA and Adjusted EBITDA for the three and twelve months ended December 31, 2022 and 2021.
 
AdaptHealth defines EBITDA as net income (loss) attributable to AdaptHealth Corp., plus net income (loss) attributable to noncontrolling interests, interest expense, net, income tax expense (benefit), and depreciation and amortization.
 
AdaptHealth defines Adjusted EBITDA as EBITDA (as defined above), plus loss on extinguishment of debt, equity-based compensation expense, transaction costs, change in fair value of the contingent consideration common shares liability, change in fair value of the warrant liability, and other non-recurring items of expense or income.
 
The following unaudited table presents the reconciliation of net income attributable to AdaptHealth Corp. to EBITDA and Adjusted EBITDA for the three and twelve months ended December 31, 2022 and 2021:
 
Three Months Ended Twelve Months Ended
(in thousands) December 31, December 31,
2022 2021 2022 2021
Net (loss) income attributable to AdpatHealth Corp. $ (2,588) $ 22,942  $ 69,316  $ 156,175 
Income attributable to noncontrolling interest 1,017  529  3,817  1,978 
Interest expense, net 30,509  25,611  109,414  95,195 
Income tax expense 4,733  10,024  24,769  32,806 
Depreciation and amortization, including patient equipment depreciation 102,343  77,226  351,178  258,053 
EBITDA 136,014  136,332  558,494  544,207 
Loss on extinguishment of debt (a) —  —  —  20,189 
Equity-based compensation expense (b) 5,613  3,929  22,397  25,323 
Transaction costs (c) 171  4,511  6,003  49,081 
Change in fair value of warrant liability (d) (13) 4,178  (17,158) (53,181)
Change in fair value of contingent consideration common shares liability (e) —  4,661  —  (29,389)
Other non-recurring expense, net (f) 4,171  4,467  24,034  9,688 
Adjusted EBITDA $ 145,956  $ 158,078  $ 593,770  $ 565,918 
 
(a)
Represents the write-off of unamortized deferred financing costs and other expenses related to refinancing of debt and prepayment penalties for early debt payoff.
(b)
Represents equity-based compensation expense for awards granted to employees and non-employee directors. The higher expense in 2021 is primarily due to expense resulting from accelerated vesting of certain awards, including accelerated vesting of certain awards in connection with the separation of the Company’s former Co-CEO.
(c)
Represents transaction costs and expenses related to integration efforts related to acquisitions.
(d)
Represents a non-cash gain or charge for the change in the estimated fair value of the warrant liability.
(e)
Represents a non-cash gain or charge for the change in the estimated fair value of the contingent consideration common shares liability.
(f)
The 2022 period consists of $11.7 million of consulting expenses associated with systems implementation activities and post-implementation support services, $10.5 million of expenses associated with litigation, a $0.8 million loss related to the write-off of an investment, and $3.9 million of net other non-recurring expenses, offset by income of $2.9 million related to changes in AdaptHealth’s estimated TRA liability. The 2021 period includes $2.1 million of expenses related to legal and other costs associated with the separation of the Company’s former Co-CEO, $3.9 million of expenses associated with litigation, claims and settlements, $1.9 million of expenses associated with lease terminations, and $4.6 million of net other non-recurring expenses, offset by a $1.9 million gain in connection with the consolidation of an equity method investment, and $0.9 million of net reductions in the fair value of contingent consideration liabilities related to acquisitions.
  

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Free Cash Flow

This press release presents AdaptHealth’s Free Cash Flow for the three and twelve months ended December 31, 2022 and 2021.

AdaptHealth defines Free Cash Flow as net cash provided by operating activities less cash paid for purchases of equipment and other fixed assets.
 
The following unaudited table reconciles net cash provided by operating activities to the free cash flow measure for the three and twelve months ended December 31, 2022 and 2021:

Three Months Ended Twelve Months Ended
(in thousands) December 31, December 31,
2022 2021 2022 2021
Net cash provided by operating activities $ 96,920  $ 100,929  $ 373,867  $ 275,679 
Purchases of equipment and other fixed assets (142,912) (63,622) (391,423) (203,308)
Free cash flow $ (45,992) $ 37,307  $ (17,556) $ 72,371 


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Contacts
 
AdaptHealth Corp.
 
Jason Clemens, CFA
Chief Financial Officer
 
Anton Hie
Vice President, Investor Relations
IR@adapthealth.com
 

 
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