8-K

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

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Dateof Report (Date of earliest event reported): November8, 2022

AdaptHealthCorp.

(Exact name of registrant as specified in its charter)

Delaware	001-38399	82-3677704
(State or other jurisdiction of <br><br>incorporation)	(Commission File Number)	(IRS Employer Identification No.)
220 West Germantown Pike, Suite 250<br><br> <br>Plymouth Meeting, PA	19462
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(Address of principal executive offices)	(Zip Code)
(610) 424-4515
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed<br>since last report.)

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<br>(17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act<br>(17 CFR 240.14a-12)
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¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the<br>Exchange Act (17 CFR 240.14d-2(b))
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¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the<br>Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	AHCO	TheNasdaq 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 November 8, 2022, AdaptHealth Corp. (the “Company”) issued a press release (the “Press Release”) announcing financial results for the three and nine months ended September 30, 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

99.1	Press Release dated November 8, 2022 announcing the earnings results for the three and nine months ended September 30, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURE

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

Dated: November 8, 2022

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

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Exhibit 99.1

FOR IMMEDIATE RELEASE

ADAPTHEALTHCORP. Announces THIRD Quarter 2022 RESULTSAND UPDATES 2022 OUTLOOK

PLYMOUTHMEETING, Pa. – November 8, 2022 - 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 third quarter ended September 30, 2022.

Third Quarter Resultsand Highlights

·	AdaptHealth delivered record net revenue of $756.5 million for the third quarter of 2022 compared to $653.3 million in the third quarter<br>of 2021, an increase of 15.8%.
·	Net income attributable to AdaptHealth Corp. was $16.1 million, or $0.11 per diluted share, compared to $58.1 million, or $0.20 per<br>diluted share, in the third quarter of 2021.
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·	Non-acquired net revenue for the third quarter increased 6.1% over<br>the third quarter of 2021.
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·	Sleep rental revenue continued to show strong sequential growth with further improvement in the supply of PAP machines relative to<br>recent quarters.
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·	Adjusted EBITDA was $160.2 million, compared to $156.3 million in the third quarter of 2021, an increase of 2.5%.
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·	Cash flow from operations was $107.0 million, compared to $27.1 million in the third quarter<br>of 2021.
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·	The Company repurchased $10.6 million of its common stock in the open market during the quarter<br>using available cash, pursuant to the previously-announced share repurchase authorization.
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Guidance Updated for Fiscal Year 2022

The Company is updating its previously issued financial guidance for fiscal year 2022, as follows:

·	Net revenue of $2.950 billion to $3.010 billion (previously $2.840 billion to $3.040 billion);
·	Adjusted EBITDA of $620 million to $650 million (previously $615 million to $675 million); and
·	Total capital expenditures representing 10-12% of net revenue (previously<br>9-11%).

Guidance for fiscal year 2022 does not include any contribution from acquisitions that have not yet closed.

Management Commentary

Steve Griggs, Chief Executive Officer, commented, “We delivered another solid quarter as we continued to capitalize on strong demand in our HME and Sleep product lines with CPAP patient set-ups at or near record levels each month of the quarter, and our diabetes product line once again posting double-digit growth. Additionally, our operational excellence initiatives continued to partially offset general inflationary pressures and higher labor costs. As a result, we were pleased to see sequential margin expansion in the third quarter and expect further improvement in the fourth quarter. This strong performance demonstrates the resilience of our business and confirms confidence in our ability to achieve the 2025 goals we set out at our Capital Markets Day.”

Josh Parnes, President, said, “The healthcare marketplace continues to move aggressively to the home environment, and we are positioning AdaptHealth to lead this shift with our technology-enabled, patient-first integrated care model. As we look ahead, our team remains deeply committed to deliver on our mission of helping the approximately 3.9 million patients we serve to live their healthiest lives at home while reducing healthcare costs and unlocking AdaptHealth’s earnings and growth potential.”

Conference Call

Management will host a conference call at 8:30 am ET today to discuss the results and business activities. Interested parties may participate in the call by dialing:

· (877) 407-6176 (Domestic) or

· (201) 689-8451 (International)

Webcastregistration: 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 750 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.

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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; and the impact of the coronavirus (COVID-19) pandemic and the Company’s response to it. 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. 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 and Adjusted EBITDA, which are financial measures that are not prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP, to analyze its financial results and believes that they are useful to investors, as a supplement to U.S. GAAP measures.

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.

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 2022. 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 guidance also excludes macro-economic effects due to the COVID-19 pandemic that are not yet quantifiable. 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)	September 30, 2022		December 31, 2021
Assets	****	****	****	****
Current assets:
Cash and cash equivalents	$	110,738	$	149,627
Accounts receivable		358,341		359,896
Inventory		125,362		123,095
Prepaid and other current assets		37,490		37,440
Total current assets		631,931		670,058
Equipment and other fixed assets, net		473,056		398,577
Operating lease right-of-use assets		128,635		147,760
Goodwill		3,524,999		3,512,567
Identifiable intangible assets, net		172,772		202,231
Other assets		20,453		15,098
Deferred tax assets		286,135		304,193
Total Assets	$	5,237,981	$	5,250,484
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses	$	346,920	$	358,384
Current portion of finance lease obligations		2,695		15,446
Current portion of operating lease obligations		28,769		31,418
Current portion of long-term debt		30,000		20,000
Contract liabilities		31,605		31,370
Other liabilities		26,938		43,194
Total current liabilities		466,927		499,812
Long-term debt, less current portion		2,162,088		2,183,552
Operating lease obligations, less current portion		103,859		120,180
Other long-term liabilities		306,641		322,487
Warrant liability		38,516		57,764
Total Liabilities		3,078,031		3,183,795
Total Stockholders' Equity		2,159,950		2,066,689
Total Liabilities and Stockholders' Equity	$	5,237,981	$	5,250,484

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ADAPTHEALTH CORP.

Consolidated Statements of Operations (Unaudited)

	Three Months Ended					Nine Months Ended
(in thousands, except per share data)	September 30,					September 30,
	2022		2021			2022			2021
Net revenue	$	756,495	$	653,293		$	2,190,312		$	1,752,429
Costs and expenses:
Cost of net revenue		646,714		529,887			1,853,847			1,417,305
General and administrative expenses		40,681		33,006			124,673			132,584
Depreciation and amortization, excluding patient equipment depreciation		16,151		14,690			48,113			46,014
Total costs and expenses		703,546		577,583			2,026,633			1,595,903
Operating income		52,949		75,710			163,679			156,526
Interest expense, net		28,521		24,252			78,905			69,584
Change in fair value of warrant liability		1,364		(16,737	)		(17,145	)		(57,359	)
Change in fair value of contingent consideration common shares liability		—		(10,006	)		—			(34,050	)
Loss on extinguishment of debt		—		8,240			—			20,189
Other loss (income), net		257		(452	)		7,179			698
Income before income taxes		22,807		70,413			94,740			157,464
Income tax expense		5,580		12,147			20,036			22,782
Net income		17,227		58,266			74,704			134,682
Income attributable to noncontrolling interest		1,105		174			2,800			1,449
Net income attributable to AdaptHealth Corp.	$	16,122	$	58,092		$	71,904		$	133,233
Weighted average common shares outstanding - basic		134,227		131,684			134,186			124,228
Weighted average common shares outstanding - diluted		137,583		140,322			138,599			133,638
Basic net income per share	$	0.11	$	0.40		$	0.49		$	0.97
Diluted net income per share	$	0.11	$	0.20		$	0.35		$	0.27

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ADAPTHEALTH CORP.

Consolidated Statements of Cash Flows (Unaudited)

(in thousands)	Nine Months Ended September 30,
	2022			2021
Cash flows from operating activities:
Net income	$	74,704		$	134,682
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization, including patient equipment depreciation		248,835			180,827
Equity-based compensation		16,784			21,394
Change in fair value of warrant liability		(17,145	)		(57,359	)
Change in fair value of contingent consideration common shares liability		—			(34,050	)
Reduction in the carrying amount of operating lease right-of-use assets		16,924			23,832
Deferred income tax expense		18,058			11,666
Change in fair value of interest rate swaps, net of reclassification adjustment		(2,202	)		(2,185	)
Amortization of deferred financing costs		3,926			4,069
Write-off of deferred financing costs		—			4,054
Loss on extinguishment of debt from prepayment penalty		—			16,135
Other		(2,023	)		(1,614	)
Changes in operating assets and liabilities, net of effects from acquisitions:
Accounts receivable		2,357			(25,046	)
Inventory		(3,992	)		3,626
Prepaid and other assets		4,211			(137	)
Operating lease obligations		(16,794	)		(23,292	)
Operating liabilities		(66,696	)		(81,852	)
Net cash provided by operating activities		276,947			174,750
Cash flows from investing activities:
Payments for business acquisitions, net of cash acquired		(16,134	)		(1,417,946	)
Purchases of equipment and other fixed assets		(248,511	)		(139,686	)
Payments for cost method investments		(731	)		(875	)
Net cash used in investing activities		(265,376	)		(1,558,507	)
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		(15,000	)		(822,271	)
Repayments of finance lease obligations		(14,219	)		(31,043	)
Payments for shares purchased under share repurchase program		(13,992	)		—
Proceeds from the exercise of stock options		1,388			12,140
Proceeds received in connection with employee stock purchase plan		1,616			1,016
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 tax withholdings from restricted stock vesting and stock option exercises		(2,690	)		(810	)
Payments of contingent consideration and deferred purchase price from acquisitions		(5,563	)		(22,211	)
Distributions to noncontrolling interests		(2,000	)		(1,070	)
Payments for debt prepayment penalties		—			(16,135	)
Net cash (used in) provided by financing activities		(50,460	)		1,620,449
Net (decrease) increase in cash and cash equivalents		(38,889	)		236,692
Cash and cash equivalents at beginning of period		149,627			99,962
Cash and cash equivalents at end of period	$	110,738		$	336,654

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Non-GAAP Financial Measures

This press release presents AdaptHealth’s EBITDA and Adjusted EBITDA for the three and nine months ended September 30, 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 nine months ended September 30, 2022 and 2021:

	Three Months Ended					Nine Months Ended
(in thousands)	September 30,					September 30,
	2022		2021			2022			2021
Net income attributable to AdaptHealth Corp.	$	16,122	$	58,092		$	71,904		$	133,233
Income attributable to noncontrolling interest		1,105		174			2,800			1,449
Interest expense, net		28,521		24,252			78,905			69,584
Income tax expense		5,580		12,147			20,036			22,782
Depreciation and amortization, including patient equipment depreciation		92,331		69,828			248,835			180,827
EBITDA		143,659		164,493			422,480			407,875
Loss on extinguishment of debt (a)		—		8,240			—			20,189
Equity-based compensation expense (b)		5,562		5,365			16,784			21,394
Transaction costs (c)		519		4,616			5,832			44,570
Change in fair value of warrant liability (d)		1,364		(16,737	)		(17,145	)		(57,359	)
Change in fair value of contingent consideration common shares liability (e)		—		(10,006	)		—			(34,050	)
Other non-recurring expense, net (f)		9,059		303			19,863			5,221
Adjusted EBITDA	$	160,163	$	156,274		$	447,814		$	407,840
(a)	Represents the write-off of unamortized deferred financing costs and other expenses related to refinancing of debt and prepayment<br>penalties for early debt payoff.
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(b)	Represents equity-based compensation expense for awards granted to employees and non-employee directors.
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(c)	Represents transaction costs and expenses related to integration<br>efforts related to acquisitions.
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(d)	Represents a non-cash charge or gain for the change in the estimated fair value of the warrant liability.
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(e)	Represents a non-cash gain for the change in the estimated fair value of the contingent consideration common shares liability.
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(f)	The 2022 year-to-date period consists of $9.0 million of consulting<br>expenses associated with systems implementation activities and post-implementation support services, a $4.5 million expense related to<br>changes in AdaptHealth’s estimated TRA liability, $3.8 million of expenses associated with litigation, claims and settlements, $0.7<br>million of expenses associated with lease terminations, a $0.8 million loss related to the write-off of an investment, and $1.1 million<br>of net other non-recurring expenses. The 2021 year-to-date period consists of $1.9 million of expenses related to legal and other costs<br>associated with the separation of the Company’s former Co-CEO, $0.9 million of expenses associated with litigation, claims and settlements,<br>$1.6 million of expenses associated with lease terminations, and $0.8 million of net other non-recurring charges.
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Contacts

AdaptHealthCorp.

Jason Clemens, CFA

Chief Financial Officer

Anton Hie

Vice President, Investor Relations

IR@adapthealth.com

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