8-K/A
AdaptHealth Corp. (AHCO)
8-K/A
2021-06-29
For: 2020-12-14
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Dateof Report (Date of earliest event reported): June 28, 2021 (December 14, 2020)
AdaptHealth Corp.
(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 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) | |
| (610) 630-6357 | ||
| (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) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the<br>Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the<br>Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A 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 x
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. ¨
Item9.01. Financial Statements and Exhibits.
ExplanatoryNote
This Current Report on Form 8-K/A amends parts (a) and (b) of Item 9.01 of the Current Report on Form 8-K filed by the Company on December 14, 2020. Except as described below, all other information in the Company’s Current Report on Form 8-K filed on December 14, 2020 remains unchanged.
(a) Financial Statements of Businesses Required
The audited consolidated financial statements of AeroCare Holdings, Inc. as of December 31, 2020 and 2019 and for the years then ended and the related notes to the consolidated financial statements are incorporated herein by reference to Exhibit 99.1 to this Current Report on Form 8-K/A.
(b) Pro Forma Financial Information
The unaudited pro forma condensed combined financial information, and the related notes thereto, of AdaptHealth Corp. for the three months ended March 31, 2021 and the year ended December 31, 2020 are incorporated herein by reference to Exhibit 99.2 to this Current Report on Form 8-K/A.
(d) Exhibits
Forward-looking Statements
This Current Report on Form 8-K/A 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, projections of market opportunity and expectations, the Company’s acquisition pipeline and the impact of the coronavirus (COVID-19) pandemic and our response to it. These statements are based on various assumptions and on the current expectations of Company 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 clients’ 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.
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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: June 28, 2021
| AdaptHealth Corp. | |
|---|---|
| By: | /s/ Jason Clemens |
| Name: Jason Clemens | |
| Title: Chief Financial Officer |
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Exhibit 23.1
Consent of Independent Auditors
The Board of Directors
AdaptHealth Corp.:
We consent to the incorporation by reference in the registration statements (No. 333-239967 and 333-236011) on Forms S-1 and the registration statements (No. 333-236012 and 333-256824) on Forms S-8 of AdaptHealth Corp. of our report dated April 1, 2021, with respect to the consolidated balance sheets of AeroCare Holdings, Inc. as of December 31, 2020 and 2019, and the related consolidated statements of income, comprehensive income, changes in stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively, the consolidated financial statements), which report appears in the Form 8-K/A of AdaptHealth Corp. dated June 28, 2021.
/s/ KPMG LLP
Philadelphia, Pennsylvania
June 28, 2021
Exhibit 99.1
| AEROCARE HOLDINGS, INC. AND SUBSIDIARIES<br>Consolidated Financial Statements<br>Years ended December 31, 2020 and 2019 |
|---|
| AEROCARE HOLDINGS, INC. AND SUBSIDIARIES<br>Table of Contents<br>Page<br>Independent Auditors’ Report 1<br>Consolidated Financial Statements<br>Consolidated Balance Sheets 2<br>Consolidated Statements of Income 3<br>Consolidated Statements of Comprehensive Income 4<br>Consolidated Statements of Changes in Stockholders’ Deficit 5<br>Consolidated Statements of Cash Flows 6<br>Notes to Consolidated Financial Statements 7 |
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| Independent Auditors’ Report<br>The Board of Directors<br>AdaptHealth Corp.:<br>Report on the Financial Statements<br>We have audited the accompanying consolidated financial statements of AeroCare Holdings, Inc. and its<br>subsidiaries, which comprise the consolidated balance sheets as of December 31, 2020 and 2019, and the<br>related consolidated statements of income, comprehensive income, changes in stockholders’ deficit, and cash<br>flows for the years then ended, and the related notes to the consolidated financial statements.<br>Management’s Responsibility for the Financial Statements<br>Management is responsible for the preparation and fair presentation of these consolidated financial statements<br>in accordance with U.S. generally accepted accounting principles; this includes the design, implementation, and<br>maintenance of internal control relevant to the preparation and fair presentation of consolidated financial<br>statements that are free from material misstatement, whether due to fraud or error.<br>Auditors’ Responsibility<br>Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We<br>conducted our audits in accordance with auditing standards generally accepted in the United States of America.<br>Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the<br>consolidated financial statements are free from material misstatement.<br>An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the<br>consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the<br>assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud<br>or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s<br>preparation and fair presentation of the consolidated financial statements in order to design audit procedures<br>that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness<br>of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the<br>appropriateness of accounting policies used and the reasonableness of significant accounting estimates made<br>by management, as well as evaluating the overall presentation of the consolidated financial statements.<br>We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our<br>audit opinion.<br>Opinion<br>In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the<br>financial position of AeroCare Holdings, Inc. and its subsidiaries as of December 31, 2020 and 2019, and the<br>results of their operations and their cash flows for the years then ended in accordance with U.S. generally<br>accepted accounting principles.<br>Philadelphia, Pennsylvania<br>April 1, 2021<br>KPMG LLP<br>1601 Market Street<br>Philadelphia, PA 19103-2499<br>KPMG LLP, a Delaware limited liability partnership and a member firm of<br>the KPMG global organization of independent member firms affiliated with<br>KPMG International Limited, a private English company limited by guarantee. |
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| AEROCARE HOLDINGS, INC. AND SUBSIDIARIES<br>Consolidated Balance Sheets<br>December 31, 2020 and 2019<br>See accompanying notes to consolidated financial statements<br>Assets 2020 2019<br>Assets:<br>Cash and cash equivalents $ 40,452,917 $ 16,449,910<br>Accounts receivable 73,881,272 71,010,358<br>Other receivables 367,771 1,891,670<br>Inventories 28,126,578 14,520,376<br>Prepaid and other current assets 5,352,612 3,373,588<br>Total current assets 148,181,151 107,245,902<br>Property and equipment, net 161,548,799 128,515,720<br>Intangible assets, net 1,239,301 806,799<br>Goodwill 222,489,372 172,762,142<br>Other assets 1,177,295 1,310,236<br>Total assets $ 534,635,917 $ 410,640,799<br>Liabilities, Redeemable Convertible Preferred Stock<br>and Stockholders' Deficit<br>Current liabilities:<br>Accounts payable $ 59,783,223 $ 51,863,704<br>Accrued expenses and other current liabilities 40,710,596 30,529,859<br>Due to sellers 4,850,000 3,832,500<br>Deferred revenue 20,095,794 11,334,309<br>Current portion of notes payable and lines of credit 168,000,000 17,000,000<br>Total current liabilities 293,439,614 114,560,372<br>Noncurrent liabilities:<br>Notes payable and lines of credit, less current portion 417,161,686 350,170,463<br>Interest rate swap 2,348,715 —<br>Deferred tax liability 36,124,119 15,365,276<br>Total noncurrent liabilities 455,634,520 365,535,739<br>Total liabilities 749,074,133 480,096,111<br>Redeemable Convertible Preferred Stock:<br>Redeemable convertible preferred stock: par value $0.001,<br>18,087,434 authorized, issued and oustanding in 2020 and 2019<br>(liquidation value of $110,385,708 at December 31, 2020) 105,828,032 97,086,160<br>Total redeemable convertible preferred stock 105,828,032 97,086,160<br>Commitments and Contingencies (note 12)<br>Stockholders' deficit:<br>Common stock: $0.001 par value, 72,000,000 shares<br>authorized, 42,388,852 and 42,452,058 issued and<br>outstanding in 2020 and 2019, respectively. 42,389 42,452<br>Additional paid-in capital 59,442,792 62,017,829<br>Treasury stock (2,625,000) —<br>Accumulated deficit (374,777,714) (228,601,753)<br>Accumulated other comprehensive loss (2,348,715) —<br>Total stockholders' deficit (320,266,248) (166,541,472)<br>Total liabilities, redeemable convertible preferred stock and<br> stockholders' deficit $ 534,635,917 $ 410,640,799<br>2 |
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| AEROCARE HOLDINGS, INC. AND SUBSIDIARIES<br><br>Consolidated Statements of Income<br><br>Years ended December 31, 2020 and 2019<br><br><br><br>See accompanying notes to consolidated financial statements<br>2020 2019<br>Net revenues $ 695,188,644 $ 533,649,318<br>Grant Income 8,056,755 —<br>Costs and expenses:<br>Cost of net revenue 278,939,010 218,368,993<br>Selling, general and administrative expenses 319,692,743 261,213,355<br>Depreciation and amortization expense 8,307,141 6,867,789<br>Total costs and expenses 606,938,894 486,450,137<br>Operating income 96,306,505 47,199,181<br>Other income (expense):<br>Other income 3,679,615 3,102,781<br>Interest expense (15,328,688) (14,370,374)<br>Loss on early extinguishment of debt — (1,509,371)<br>Total other expense (11,649,074) (12,776,964)<br>Income before provision for income taxes 84,657,432 34,422,217<br>Provision for income taxes 20,833,393 4,000,857<br>Net income $ 63,824,039 $ 30,421,360<br>3 |
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| AEROCARE HOLDINGS, INC. AND SUBSIDIARIES<br><br>Consolidated Statements of Comprehensive Income<br><br>Years ended December 31, 2020 and 2019<br><br><br><br>See accompanying notes to consolidated financial statements<br>2020 2019<br>Net income $ 63,824,039 $ 30,421,360<br>Interest rate swap agreement (2,348,715) —<br>Comprehensive income $ 61,475,324 $ 30,421,360<br>4 |
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| AEROCARE HOLDINGS, INC. AND SUBSIDIARIES<br><br>Consolidated Statements of Changes in Stockholders' Deficit<br><br>Years ended December 31, 2020 and 2019<br><br><br><br><br><br>See accompanying notes to consolidated financial statements<br><br>Common Stock Additional Accumulated other Total<br>Number paid-in Number Accumulated comprehensive stockholders'<br>of shares Par value capital of shares Amount deficit loss deficit<br>Balance - December 31, 2018 31,701,809 $ 31,701 $ 22,217,117 — — $ (54,023,113) $ — $ (31,774,295)<br>Net income — — — — — 30,421,360 — 30,421,360<br>Dividends paid — — — — — (205,000,000) — (205,000,000)<br>Exercise of stock option 375,000 375 374,625 — — — — 375,000<br>Conversion of Series A and Series B<br>redeemable convertible preferred stock 9,675,249 9,675 39,370,569 — — — — 39,380,244<br>Share-based compensation expense — — 1,275,880 — — — — 1,275,880<br>Employee stock bonus and options exercised 33,333 34 124,966 — — — — 125,000<br>Shares in lieu of cash - Buypap.com, LLC 666,667 667 2,499,333 — — — — 2,500,000<br>Dividends accreted — — (3,844,661) — — — — (3,844,661)<br>Balance - December 31, 2019 42,452,058 42,452 62,017,829 — — (228,601,753) — (166,541,472)<br>Net income — — — — — 63,824,039 — 63,824,039<br>Common stock repurchase (700,000) (700) 700 700,000 (2,625,000) — — (2,625,000)<br>Dividends paid — — — — — (210,000,000) — (210,000,000)<br>Exercise of stock option 60,000 60 170,940 — — — — 171,000<br>Employee stock bonus 34,298 35 625,746 — — — — 625,781<br>Share-based compensation expense — — 2,369,992 — — — — 2,369,992<br>Change in fair value of interest rate swap — — — — — — (2,348,715) (2,348,715)<br>Sale of common stock 542,496 542 2,999,458 — — — — 3,000,000<br>Dividends accreted — — (8,153,785) — — — — (8,153,785)<br>Accretion of Series C issuance costs — — (588,088) — — — — (588,088)<br>Balance - December 31, 2020 42,388,852 $ 42,389 $ 59,442,792 700,000 $ (2,625,000) $ (374,777,714) $ (2,348,715) $ (320,266,248)<br>Treasury Stock<br>5 |
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| AEROCARE HOLDINGS, INC. AND SUBSIDIARIES<br><br>Consolidated Statements of Cash Flows<br><br>Years ended December 31, 2020 and 2019<br><br><br><br>See accompanying notes to consolidated financial statements<br><br><br>2020 2019<br>Cash flows from operating activities:<br>Net income $ 63,824,039 $ 30,421,360<br>Adjustments to reconcile net income to net cash provided by<br> operating activities:<br>Depreciation and amortization expense,<br>including patient equipment depreciation 88,417,015 72,952,820<br>Amortization of deferred financing costs 440,850 361,160<br>Loss on early extinguishment of debt — 1,509,371<br>Change in deferred tax liability 20,758,843 3,290,363<br>Stock-based compensation expense 2,369,992 1,275,880<br>Employee stock bonus 625,781 125,000<br>Changes in operating assets and liabilities (net of effects of acquired<br>businesses):<br>Accounts receivable 9,627,936 (18,085,557)<br>Inventories (10,436,597) (472,794)<br>Prepaid and other assets (1,358,435) (292,614)<br>Accounts payable, accrued expenses, deferred revenue<br>and other current liabilities 26,861,740 19,896,694<br>Net cash provided by operating activities 201,131,165 110,981,683<br>Cash flows from investing activities:<br>Purchase of property and equipment (111,510,790) (93,589,584)<br>Business acquisitions, net of cash acquired (69,661,240) (40,548,537)<br>Net cash used in investing activities (181,172,030) (134,138,121)<br>Cash flows from financing activities<br>Proceeds from notes payable and lines of credit 237,264,997 377,950,000<br>Payments on notes payable and lines of credit (18,014,997) (243,950,000)<br>Payment of deferred financing costs (1,699,627) (2,018,557)<br>Proceeds from stock options 171,000 375,000<br>Proceeds from issuance of common stock 3,000,000 —<br>Proceeds from issuance of preferred stock — 100,000,000<br>Payments for preferred stock issuance costs — (4,557,676)<br>Payments for common stock repurchase (2,625,000) —<br>Payments on due to sellers (4,052,500) (8,901,250)<br>Dividend distribution (210,000,000) (205,000,000)<br>Net cash provided by financing activities 4,043,873 13,897,517<br>Net increase (decrease) in cash and cash equivalents 24,003,007 (9,258,921)<br>Cash and cash equivalents - beginning of year 16,449,910 25,708,831<br>Cash and cash equivalents - end of year $ 40,452,917 $ 16,449,910<br>Supplemental disclosure of cash flow information<br>Cash paid for interest $ 14,800,725 $ 13,983,113<br>Cash paid for income taxes 523,547 1,540,169<br>Supplemental disclosure of noncash financing activities<br>Payable to sellers for business acquisitions $ 5,070,000 $ 9,360,000<br>Dividends accreted on preferred stock Series A, B and C 8,741,873 3,844,661<br>6 |
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| AEROCARE HOLDINGS, INC. AND SUBSIDIARIES<br><br>Notes to Consolidated Financial Statements<br><br>December 31, 2020 and 2019<br><br><br>(1) Nature of Business and Significant Accounting Policies<br><br>(a) Nature of Business and Ownership<br><br>AeroCare Holdings, Inc. and Subsidiaries (the Company) provides oxygen, respiratory therapy services,<br>medications, and home medical equipment to the home health care market. The Company has branches<br>located in 30 states and is headquartered in Orlando, Florida. The Company’s equipment and supplies are<br>readily available and the Company is not dependent on a single supplier or a few suppliers. On February 1,<br>2021, the Company was acquired by Adapt Health Corp. (note 13).<br><br>The accompanying consolidated financial statements have been prepared in accordance with accounting<br>principles generally accepted in the United States of America. A summary of the Company’s significant<br>accounting policies follows:<br><br>(b) Principles of Consolidation<br><br>The consolidated financial statements include AeroCare Holdings, Inc. and its wholly owned subsidiaries.<br>All significant intercompany accounts and transactions have been eliminated in the consolidated financial<br>statements.<br><br>(c) Cash and Cash Equivalents<br><br>The Company considers all highly liquid securities purchased with original maturities of 90 days or less to<br>be cash equivalents. Cash equivalents are stated at cost, which approximates market value, and consist<br>primarily of money market accounts that are readily convertible to cash. The Company maintains cash in<br>demand deposit accounts with federally insured banks. At times, the balances in these accounts may be in<br>excess of federally insured limits. The Company had $6,676,345 in money market accounts as of December<br>31, 2020.<br><br>(d) Accounts Receivable<br><br>Accounts receivable consists of amounts due from insurance carriers, Medicare, Medicaid and individual<br>customers, all of which are recorded at net realizable value. Due to the nature of the industry and the<br>reimbursement environment in which the Company operates, certain estimates are required to record<br>accounts receivable at their net realizable values. Inherent in these estimates is the risk that they will have<br>to be revised or updated as additional information becomes available. Specifically, the complexity of many<br>third-party billing arrangements and the uncertainty of reimbursement amounts for certain services from<br>certain payors may result in adjustments to amounts originally recorded. Such adjustments are typically<br>identified and recorded at the point of cash application, claim denial, or account review. Included in<br>accounts receivable are earned but unbilled receivables. Billing delays, ranging from several days to several<br>weeks, can occur due to the Company’s policy of obtaining required payor-specific documentation prior to<br>billing for its services rendered<br><br>The Company performs detailed analyses to evaluate the net realizable value of accounts receivable.<br>Specifically, the Company considers historical collections data, accounts receivable aging trends, other<br>operating trends, and relevant business conditions. Because of the continuing changes in the health care<br>industry and third-party reimbursement, it is possible that the Company’s estimates could change, which<br>could have an impact on operations and cash flows.<br><br><br><br>7 |
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| AEROCARE HOLDINGS, INC. AND SUBSIDIARIES<br><br>Notes to Consolidated Financial Statements<br><br>December 31, 2020 and 2019<br><br>(e) Inventories<br><br>Inventories principally consist of respiratory equipment and patient billable supplies, which are valued at<br>the lower of cost or net realizable value. Cost is determined on a first-in, first-out method.<br><br>(f) Property and Equipment<br><br>Property and equipment are stated at cost net of accumulated depreciation. Property and equipment<br>acquired in business combinations are stated at fair value as of the date of acquisition. Depreciation is<br>computed using the straight-line method over the estimated useful lives of the related assets which ranges<br>from 13 months to 10 years. The useful lives for patient medical equipment correlate with the medical<br>reimbursement periods. Expenditures for maintenance and repairs are charged to expense as incurred,<br>whereas major betterments are capitalized as additions to property and equipment. The cost of leasehold<br>improvements on leased office and warehouse space is capitalized and amortized using the straight-line<br>method over the shorter of the life of the applicable lease or the useful life of the improvement. Major<br>overhauls of property and equipment that do not extend the corresponding useful lives are expensed as<br>incurred.<br><br>(g) Long-Lived Assets<br><br>The Company periodically reviews long-lived assets to be held and used in operations for impairment<br>whenever events or changes in circumstances indicate the carrying value of an asset may not be<br>recoverable. An impairment loss is recognized when the estimated, undiscounted, future cash flows from<br>the assets are less than the carrying value of the assets. Assets to be disposed of are reported at the lower of<br>their carrying amount or fair value less cost to sell. No impairment loss was recognized during the years<br>ended December 31, 2020 and 2019.<br><br>(h) Intangible Assets<br><br>Intangible assets consist of acquired trade names, which are recognized at the estimated fair value when<br>acquired. These intangible assets are being amortized over their estimated useful life of 2 years. Intangible<br>assets subject to amortization are reviewed for potential impairment whenever events or circumstances<br>indicate the carrying amounts may not be recoverable.<br><br>(i) Goodwill<br><br>Goodwill is recognized as a result of a business combination when the price paid for the acquired business<br>exceeds the estimated fair value of its identified net assets. The Company evaluates potential impairment of<br>goodwill at least annually or more frequently if a triggering event is identified. If a triggering event were to<br>occur, the Company will determine if it is more likely than not that the fair value of the entity is less than<br>its carrying amount, including goodwill. When recoverability is unlikely, the Company calculates goodwill<br>impairment as the amount the Company’s carrying value including goodwill exceeds its fair value.<br>Management performed its annual impairment review of goodwill as of December 31, 2020 and 2019 and<br>concluded there was no impairment.<br><br>(j) Deferred Loan Costs<br><br>Deferred loan costs consist of costs incurred in connection with obtaining financing and are amortized<br>using the straight-line method, which approximates the effective interest method over the term of the<br>related financing agreement. Deferred loan costs are included as an offset to notes payable and lines of<br>credit on the accompanying consolidated balance sheets.<br><br>8 |
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| AEROCARE HOLDINGS, INC. AND SUBSIDIARIES<br><br>Notes to Consolidated Financial Statements<br><br>December 31, 2020 and 2019<br><br>(k) Income Taxes<br><br>The Company accounts for income taxes using an asset and liability approach which requires the<br>recognition of deferred income tax assets and liabilities for the expected future tax consequences of events<br>that have been recognized in the Company’s consolidated financial statements or tax returns. Deferred<br>income taxes have been provided for the differences between the financial reporting carrying values and the<br>income tax reporting basis of the Company’s assets and liabilities. These temporary differences consist of<br>differences between the timing of the deduction of certain amounts between income tax and financial<br>statement reporting purposes.<br><br>(l) Uncertain Tax Positions<br><br>The Company will recognize a tax benefit in the financial statements for an uncertain tax position only if it<br>is management's assessment that the position is "more likely than not" (i.e., a likelihood greater than 50<br>percent) to be allowed by the tax jurisdiction based solely on the technical merits of the position. The term<br>"tax position" refers to a position in a previously filed tax return or a position expected to be taken in a<br>future tax return that is reflected in measuring current or deferred income tax assets and liabilities for<br>financial reporting purposes. As of December 31, 2020 and 2019, the Company had no uncertain tax<br>positions that would require recognition or disclosure in the consolidated financial statements. The<br>Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions.<br><br><br>(m) Revenue Recognition<br><br>The Company generates revenues for services and related products that the Company provides to patients<br>for home medical equipment, related supplies, and other items. The Company’s revenues are recognized in<br>the period in which services and related products are provided to customers and are recorded either at a<br>point in time for the sale of supplies and disposables, which occurs upon delivery, and when applicable,<br>setup and instruction to customers , or over the fixed monthly service period for equipment. Revenue from<br>shipping and handling charges are not considered a separate deliverable and are recognized at the time the<br>products are shipped or delivered, depending on the terms of the related agreement, and included in sales.<br><br>Revenues are recognized when control of the promised good or service is transferred to customers, in an<br>amount that reflects the consideration to which the Company expects to receive from patients or under<br>reimbursement arrangements with Medicare, Medicaid and third-party payors, in exchange for those goods<br>and services.<br><br><br>9 |
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| AEROCARE HOLDINGS, INC. AND SUBSIDIARIES<br><br>Notes to Consolidated Financial Statements<br><br>December 31, 2020 and 2019<br><br><br>The Company determines the transaction price based on contractually agreed-upon amounts or rates,<br>adjusted for estimates of variable consideration, such as implicit price concessions. The Company utilizes<br>the expected value method to determine the amount of variable consideration that should be included to<br>arrive at the transaction price, using contractual agreements and historical reimbursement experience within<br>each payor type. The Company applies constraint to the transaction price, such that net revenue is recorded<br>only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue<br>recognized will not occur in the future. If actual amounts of consideration ultimately received differ from<br>the Company’s estimates, the Company adjusts these estimates, which would affect net revenue in the<br>period such adjustments become known.<br><br>Sales revenue is recognized upon transfer of control of products or services to customers in an amount that<br>reflects the consideration the Company expects to receive in exchange for those products or services.<br>Revenues for the sale of durable medical equipment and related supplies, including oxygen equipment,<br>ventilators, wheelchairs, hospital beds and infusion pumps, are recognized at the time of delivery.<br><br>The Company provides certain equipment to patients which is reimbursed periodically in fixed monthly<br>payments for as long as the patient is using the equipment and medical necessity continues (in certain<br>cases, the fixed monthly payments are capped at a certain amount). The equipment provided to the patient<br>is based upon medical necessity as documented by prescriptions and other documentation received from the<br>patient’s physician. The patient generally does not negotiate or have input with respect to the manufacturer<br>or model of the equipment prescribed by their physician and delivered by the Company. Once initial<br>delivery of this equipment is made to the patient for initial setup, a monthly billing process is established<br>based on the initial setup service date. The Company recognizes the fixed monthly revenue ratably over the<br>service period as earned, less estimated adjustments, and defers revenue for the portion of the monthly bill<br>that is unearned. No separate revenue is earned from the initial setup process. Included in fixed monthly<br>revenue are unbilled amounts for which the revenue recognition criteria had been met as of period-end but<br>were not yet billed to the payor. The estimate of net unbilled fixed monthly revenue recognized is based on<br>historical trends and estimates of future collectability.<br><br> The Company’s billing system contains payor-specific price tables to reflect the fee schedule amounts in<br>effect or contractually agreed upon by various government and commercial payors for each item of<br>equipment or supply provided to a customer. If the payment amount received differs from the net realizable<br>amount, an adjustment is made to the net revenues in the period that these payment differences are<br>determined. The Company reports revenues in its consolidated financial statements net of such adjustments.<br><br>Amounts estimated to be uncollectible are generally considered implicit price concessions that are a direct<br>reduction to net revenue.<br><br>The timing of revenue recognition, billings, and cash collections results in receivables, contract assets, and<br>contract liabilities. The Company has elected a practical expedient to recognize incremental costs incurred<br>to obtain contracts, which primarily represent sales commissions where the amortization period would be<br>less than one year, as a selling expense when incurred in the consolidated financial statements.<br><br>10 |
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| AEROCARE HOLDINGS, INC. AND SUBSIDIARIES<br><br>Notes to Consolidated Financial Statements<br><br>December 31, 2020 and 2019<br><br><br><br>The Company recognizes revenue in the consolidated statements of operations and contract assets on the<br>consolidated balance sheets only when services have been provided. Since the Company has performed its<br>obligation under the contract, it has unconditional rights to the consideration recorded as contract assets and<br>therefore classifies those billed and unbilled contract assets as accounts receivable.<br><br>Fixed monthly payments that the Company receives from customers in advance of providing services<br>represent contract liabilities. Such payments primarily relate to patients who are billed monthly in advance<br>and are recognized over the period as earned. The Company had $14,394,419 and $11,334,309 in deferred<br>revenue at December 31, 2020 and 2019, respectively, related to its contracts with customers.<br><br>Disaggregated revenue by product type for the years ended December 31, 2020 and 2019 are as follows:<br><br><br><br>Disaggregated revenue by payor for the years ended December 31, 2020 and 2019 are as follows:<br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br>2020 2019<br>Sleep products 363,466,559 $ 274,590,734 $<br>Oxygen therapy 154,423,614 131,276,841<br>Medical equipment supplies and services 74,654,628 62,830,507<br>Ventilators 66,484,746 42,594,108<br>Nebulizers and respiratory medication 24,560,531 14,832,081<br>Other 11,598,566 7,525,048<br>695,188,644 $ 533,649,318 $<br>2020 2019<br>Medicare 214,821,786 $ 193,091,689 $<br>Commercial insurance 216,762,056 168,926,891<br>Patient pay 71,750,091 58,354,477<br>Medicaid 78,844,484 52,579,078<br>Other 113,010,227 60,697,183<br>695,188,644 $ 533,649,318 $<br>11 |
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| AEROCARE HOLDINGS, INC. AND SUBSIDIARIES<br><br>Notes to Consolidated Financial Statements<br><br>December 31, 2020 and 2019<br><br>(n) Grant Income<br><br>In response to the COVID-19 pandemic and the National Emergency Declaration, dated March 13, 2020,<br>CMS made funds available to healthcare providers under the Coronavirus Aid, Relief, and Economic<br>Security Act (the CARES Act) legislation, and in April 2020, the Company received distributions from the<br>CARES Act provider relief funds of $13,758,130 targeted to offset lost revenue and expenditures incurred<br>in connection with the COVID-19 pandemic. The provider relief funds are subject to certain restrictions<br>and are subject to recoupment if not used for designated purposes. As a condition to receiving distributions,<br>providers must agree to certain terms and conditions, including, among other things, that the funds are<br>being used for lost revenues and unreimbursed COVID-19 related expenses as defined by the U.S.<br>Department of Health and Human Services (HHS). All recipients of PRF payments are required to comply<br>with the reporting requirements described in the terms and conditions and as determined by HHS. The<br>Company recognizes grant payments as income when there is reasonable assurance that it has complied<br>with the conditions associated with the grant. Grant income recognized by the Company is presented in<br>grant income in the accompanying consolidated statements of operations. During the year ended December<br>31, 2020, the Company recognized grant income of $8,056,755 related to the PRF payments received. The<br>Company has deferred $5,701,375 of the PRF payments, which is included in other current liabilities in the<br>accompanying consolidated balance sheets at December 31, 2020. HHS guidance related to PRF grant<br>funds is still evolving and subject to change. During September and October 2020, HHS issued updated<br>reporting requirements significantly changing the previous guidance regarding utilization of the funds<br>granted from the PRF under the CARES Act, and in January 2021 HHS issued further guidance updating<br>the reporting requirements relating to PRF grant funds. As a result of the updated guidance from HHS, the<br>Company could be required to reverse the recognition of the grant income recorded and return a portion of<br>the funds recognized, which could be material to the Company. The Company is continuing to monitor the<br>reporting requirements as they evolve. HHS has indicated that the CARES Act PRF funds are subject to<br>ongoing reporting and changes to the terms and conditions. To the extent that reporting requirements and<br>terms and conditions are modified in the future, it may affect the Company’s ability to comply and may<br>require the return of funds. Furthermore, HHS has indicated that it will be closely monitoring and, along<br>with the Office of Inspector General (United States) (OIG), auditing providers to ensure that recipients<br>comply with the terms and conditions of relief programs and to prevent fraud and abuse. All providers will<br>be subject to civil and criminal penalties for any deliberate omissions, misrepresentations or falsifications<br>of any information given to HHS.<br><br><br>(o) Stock-Based Compensation<br><br>Stock-based compensation costs for stock options granted to employees under the Company’s stock option<br>plan are required to be recognized in the consolidated financial statements over the employee’s requisite<br>service period (generally the vesting period of the equity grant) with measurement based upon the fair<br>value of the option on the grant date.<br><br>(p) Self-Insurance Obligations<br><br>The Company has a self-insured health care plan to provide medical and other health benefits to eligible<br>employees and covered dependents. Reinsurance coverage is maintained through a commercial excess<br>coverage policy. The Company’s liability for claims incurred but not paid at December 31, 2020 and 2019,<br>was $2,859,690 and $3,715,468, respectively, and is included in accrued expenses and other current<br>liabilities in the accompanying consolidated balance sheets.<br><br><br><br><br><br>12 |
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| AEROCARE HOLDINGS, INC. AND SUBSIDIARIES<br><br>Notes to Consolidated Financial Statements<br><br>December 31, 2020 and 2019<br><br><br>(q) Concentrations of Credit Risk<br><br>The Company generally does not require collateral or other security in extending credit to patients;<br>however, the Company routinely obtains assignment of (or is otherwise entitled to receive) benefits<br>receivable under the health insurance programs, plans, or policies of its patients (e.g. Medicare, Medicaid,<br>commercial insurance, and managed-care organizations).<br><br>Included in accounts receivable at December 31, 2020 and 2019, are amounts due from the Medicare and<br>Medicaid programs which represent approximately 35% and 40% of total outstanding accounts receivable,<br>respectively.<br><br>Revenue from the Medicare and Medicaid programs represent approximately 42% and 46% of the total for<br>the years ended December 31, 2020 and 2019, respectively.<br><br>(r) Recently Issued Accounting Pronouncements<br><br>In February 2016, the FASB issued Accounting Standards Update (ASU) 2016-02, Leases (Topic 842). The<br>guidance in this ASU supersedes the leasing guidance in Topic 840, Leases. Under the new guidance,<br>lessees will be required to recognize lease assets and lease liabilities on the balance sheet for all leases with<br>terms longer than 12 months. Leases will be classified as either finance or operating, with classification<br>affecting the pattern of expense recognition in the income statement. The new standard is effective for<br>fiscal years beginning after December 15, 2021. The Company has not yet evaluated the future impact this<br>standard will have on its consolidated financial statements.<br><br>(s) Use of Estimates<br><br>The preparation of consolidated financial statements in conformity with accounting principles generally<br>accepted in the United States of America requires management to make estimates and assumptions that<br>affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the<br>date of the consolidated financial statements and the reported amounts of income and loss during the<br>reporting period. Actual results could differ from those estimates.<br><br>(t) Business Combinations<br><br>The Company applies the acquisition method of accounting for business acquisitions. The results of<br>operations of the businesses acquired by the Company are included as of the respective acquisition date.<br>The acquisition-date fair value of the consideration transferred is allocated to the underlying assets acquired<br>and liabilities assumed based upon their estimated fair values at the date of acquisition. To the extent the<br>acquisition-date fair value of the consideration transferred exceeds the fair value of the identifiable tangible<br>and intangible assets acquired and liabilities assumed, such excess is allocated to goodwill. Patient<br>relationships, medical records and patient lists are not reported as separate intangible assets due to the<br>regulatory requirements and lack of contractual agreements but are part of goodwill. Customer related<br>relationships are not reported as separate intangible assets but are part of goodwill as authorizing physicians<br>are under no obligation to refer the Company’s services to their patients, who are free to change physicians<br>and service providers at any time. The Company may adjust the preliminary purchase price allocation, as<br>necessary, for up to one year after the acquisition closing date if it obtains more information regarding asset<br>valuations and liabilities assumed that existed but were not available at the acquisition date. Acquisition<br>related expenses are recognized separately from the business combination and are expensed as incurred.<br><br>13 |
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| AEROCARE HOLDINGS, INC. AND SUBSIDIARIES<br><br>Notes to Consolidated Financial Statements<br><br>December 31, 2020 and 2019<br><br><br>(u) Cost of net revenue<br><br>Cost of net revenue includes the cost of products and supplies sold to patients, patient equipment<br>depreciation and other operating expenses.<br><br>(v) Selling, general and administrative expense<br><br>Distribution expenses are included in selling, general and administrative expenses. Such expense represents<br>the cost incurred to coordinate and deliver products and supplies to the patients. Included in distribution<br>expenses are leasing, maintenance, licensing and fuel costs for the vehicle fleet; occupancy costs (rent,<br>utilities and property taxes), salaries and other costs related to drivers and dispatch personnel; and amounts<br>paid to shipping vendors.<br><br>(w) Fair value of financial instruments<br><br>The Company’s financial instruments consist primarily of cash, accounts receivable, accounts<br>payable,current and long-term debt, and interest rate swap. The current balances approximate fair value.<br><br><br><br>14 |
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| AEROCARE HOLDINGS, INC. AND SUBSIDIARIES<br><br>Notes to Consolidated Financial Statements<br><br>December 31, 2020 and 2019<br><br>(2) Acquisitions<br><br>The Company made the following acquisitions to strengthen their current market share in existing markets or to<br>expand into new markets. Each of the following acquisitions is included in the consolidated financial statements<br>from the respective acquisition date. Goodwill generated from the acquisitions was recognized for the excess of<br>the purchase price over tangible and identifiable intangible assets because of the expected contribution of each<br>acquisition to the overall Company strategy. As a result of the acquisitions, $47,951,425 and $30,750,244 of the<br>goodwill acquired during the years ended December 31, 2020 and 2019, respectively, is expected to be<br>deductible for income tax purposes.<br><br>The following is a summary of acquisitions for 2020:<br><br><br><br><br>A B C D E Total<br>Purchase Price:<br>Cash consideration 6,300,000 $ 28,437,647 $ 12,000,000 $ 10,125,000 $ 11,234,413 $ 68,097,060 $<br>Payable to seller (see Note 11) - 3,000,000 - - 2,070,000 5,070,000<br>6,300,000 $ 31,437,647 $ 12,000,000 $ 10,125,000 $ 13,304,413 $ 73,167,060 $<br>Recognized Amounts<br> of Identifiable Assets Acquired<br> and Liabilities Assumed<br>Accounts receivable 1,100,000 $ 5,000,000 $ 1,625,000 $ 1,200,000 $ 2,049,952 $ 10,974,952 $<br>Inventory and fixed assets 1,258,500 5,873,000 1,547,000 1,220,000 2,523,105 12,421,605<br>Prepaid and other current assets - 487,647 - - - 487,647<br>Trade names 94,500 471,565 180,000 151,875 221,866 1,119,806<br>Goodwill 3,847,000 20,588,610 8,935,324 7,712,891 8,643,405 49,727,230<br>Liabilities assumed - (983,175) (287,324) (159,766) (133,915) (1,564,180)<br>Total identified net assets 6,300,000 $ 31,437,647 $ 12,000,000 $ 10,125,000 $ 13,304,413 $ 73,167,060 $<br>A - CHI Health at Home was purchased on July 1, 2020<br>B - Airway Oxygen, Inc. was purchased on September 30, 2020<br>C - Total Home Health was purchased on September 30, 2020<br>D - Hubs Home Oxygen was purchased on December 1, 2020<br>E - Other acquisitions in 2020<br>15 |
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| AEROCARE HOLDINGS, INC. AND SUBSIDIARIES<br><br>Notes to Consolidated Financial Statements<br><br>December 31, 2020 and 2019<br><br>The following is a summary of acquisitions for 2019:<br><br><br><br><br>Acquisition related costs for the years ended December 31, 2020 and 2019, were approximately $595,000 and<br>$485,000, respectively, and are recorded in selling, general, and administrative expenses in the accompanying<br>consolidated statements of income.<br><br>(3) Property and Equipment<br><br>Property and equipment as of December 31, 2020 and 2019 consist of the following:<br><br><br><br><br>Depreciation expense for the years ended December 31, 2020 and 2019, was $87,729,710 and $72,421,409,<br>respectively. Included in depreciation expense for the years ended December 31, 2020 and 2019, is $80,109,876<br>and $66,084,088, respectively, relating to depreciation on patient medical equipment, which is included in the<br>consolidated statements of income as part of cost of revenue.<br><br><br>A B C D Total<br>Purchase Price:<br>Cash consideration 14,398,940 $ 7,470,000 $ 4,800,000 $ 13,879,597 $ 40,548,537 $<br>Payable to seller (see Note 12) 5,000,000 830,000 1,200,000 2,330,000 9,360,000<br>19,398,940 $ 8,300,000 $ 6,000,000 $ 16,209,597 $ 49,908,537 $<br>Recognized Amounts<br> of Identifiable Assets Acquired<br> and Liabilities Assumed<br>Accounts receivable 3,450,000 $ 1,150,000 $ 900,000 $ 2,102,959 $ 7,602,959 $<br>Inventory and fixed assets 1,314,855 1,161,000 1,266,000 4,719,357 8,461,212<br>Prepaid and other current assets 185,850 - - - 185,850<br>Trade names 377,788 124,500 88,500 225,893 816,681<br>Goodwill 19,858,357 5,864,500 3,745,500 9,161,388 38,629,745<br>Liabilities assumed (5,787,910) - - - (5,787,910)<br>Total identified net assets 19,398,940 8,300,000 6,000,000 16,209,597 49,908,537<br>A - Rocky Mountain Medical Equipment, LLC was purchased on November 1, 2019<br>B - Ours Corporation and IV Care, LLC were purchased on October 1, 2019<br>C - Grace Medical, Inc. was purchased on April 1, 2019<br>D - Other acquisitions in 2019<br>2020 2019<br>Equipment 354,704,556 $ 242,208,526 $<br>Automobiles 21,681,144 18,141,016<br>Computer equipment 15,298,731 12,262,016<br>Furniture and fixtures 2,171,884 1,577,114<br>Building improvements 1,874,086 1,281,674<br>Total property and equipment 395,730,401 275,470,346<br>Less: Accumulated depreciation (234,181,603) (146,954,626)<br>Property and equipment, net 161,548,799 $ 128,515,720 $<br>16 |
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| AEROCARE HOLDINGS, INC. AND SUBSIDIARIES<br><br>Notes to Consolidated Financial Statements<br><br>December 31, 2020 and 2019<br><br>(4) Intangible Assets<br><br>Intangible assets and accumulated amortization as of December 31, 2020 and 2019 consist of the following:<br><br><br><br><br>Amortization expense was $687,305 and $531,411 for years ended December 31, 2020 and 2019, respectively,<br>and is included in depreciation and amortization expense in the accompanying consolidated statements of<br>income.<br><br>(5) Goodwill<br><br>The changes in the carrying amount of goodwill for the years ended December 31, 2020 and 2019 are as<br>follows:<br><br><br><br><br><br><br>(6) Accrued Expenses and Other Current Liabilities<br><br>Accrued expenses and other current liabilities consist of the following as of December 31:<br><br><br><br><br><br><br><br>2020 2019<br>Cost 4,753,251 $ 3,633,444 $<br>Accumulated amortization (3,513,950) (2,826,645)<br>1,239,301 $ 806,799 $<br>Balance at December 31, 2018 134,132,397 $<br>Goodwill acquired in business combinations 38,629,745<br>Balance at December 31, 2019 172,762,142 $<br>Goodwill acquired in business combinations 49,727,230<br>Balance at December 31, 2020 222,489,372 $<br>2020 2019<br>Payroll and related benefits 17,601,020 $ 13,755,849 $<br>Health and other insurance 3,177,182 4,247,825<br>Acquisition related accruals 8,833,795 3,634,372<br>Insurance overpayments 382,940 3,098,316<br>Rebates 2,383,131 1,589,566<br>Property and other taxes 4,436,180 1,580,917<br>Purchases 3,109,525 1,447,983<br>Other 786,822 1,175,031<br>40,710,596 $ 30,529,859 $<br>17 |
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| AEROCARE HOLDINGS, INC. AND SUBSIDIARIES<br><br>Notes to Consolidated Financial Statements<br><br>December 31, 2020 and 2019<br><br>(7) Operating Leases<br><br>The Company has entered into various leases for office and warehouse space under noncancelable operating<br>leases expiring through 2029. The Company is generally responsible for real estate taxes and maintenance and<br>repairs. Rental costs for office and warehouse space for the years ended December 31, 2020 and 2019 were<br>$14,186,665 and $10,978,689, respectively, and is recorded as a component of selling, general, and<br>administrative expenses in the accompanying consolidated statements of income.<br><br>As of December 31, 2020, the following is a schedule of future minimum lease payments required under the<br>operating leases:<br><br><br><br><br><br>2021 12,456,797 $<br>2022 9,804,834<br>2023 6,897,473<br>2024 3,516,417<br>2025 1,294,011<br>Therafter 98,846<br>18 |
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| AEROCARE HOLDINGS, INC. AND SUBSIDIARIES<br><br>Notes to Consolidated Financial Statements<br><br>December 31, 2020 and 2019<br><br>(8) Notes Payable and Lines of Credit<br><br>Notes payable and lines of credit consist of the following as of December 31:<br><br><br><br><br>Description 2020 2019<br>Note payable with a bank in the amount of $340,000,000 as<br>per the Fourth Amended and Restated Credit Agreement<br>dated September 30, 2019. As per this credit agreement<br>advances were made to the outstanding principal balance<br>of the existing note payable dated December 20, 2018, which<br>resulted in the new note payable amount of $340,000,000.<br>Principal and interest is payable quarterly; interest rate is<br>determined based on LIBOR plus an applicable margin based<br>on the Company's total leverage ratio (rate of 3.15% at<br>December 31, 2020). The note matures on September 30,<br>2024. The note is secured by a blanket assignment of<br>business assets. The note was paid off on February 1, 2021<br>in connection with the acquisition of the Company. 318,750,000 $ 335,750,000 $<br>Acquisition revolving loan dated September 30, 2019 with a<br>bank; total commitment of $100,000,000. Company can<br>draw on this loan through September 30, 2021 in order to<br>fund future acquisitions. Interest is payable quarterly;<br>interest rate is determined based on LIBOR plus an applicable<br>Company's total leverage ratio (rate of 3.15% at December 31,<br>2020). At the termination of the revolver period, this loan<br>converts to a term loan. The note matures on September 30,<br>2024. The note is secured by a blanket assignment of<br>business assets. The loan was paid off on February 1, 2021.<br>in connection with the acquisition of the Company. 100,000,000 33,250,000<br>Incremental term loan with a bank in the amount of<br>$20,000,000 as per the Second Amendment to Fourth<br>Amended and Restated Credit Agreement. Principal and<br>interest is payable quarterly; interest rate is determined based<br>on LIBOR plus an applicable margin based on the Company's<br>total leverage ratio (rate of $3.15% at December 31, 2020). The<br>note matures on September 30, 2024 and is secured by a<br>blanket assignment of business assets. The loan was paid off<br>on February 1, 2021 in connection with the acquisition of<br>the Company. 19,500,000 -<br>364-Day term loan with a bank in the amount of $150,000,000<br>as per the Third Amendment to Fourth Amended and Restated<br>Credit Agreement, the proceeds of which were used to fund a<br>special dividend. Principal and interest is payable quarterly;<br>Interest rate is determined based on LIBOR plus an applicable<br>margin based on the Company's total leverage ratio (rate of<br>3.15% at December 31, 2020). The note matures on the earlier<br>of December 22, 2021 and the date on which the principal<br>amount of all outstanding Term Loans has been declared or<br>automatically has become due and payable pursuant to<br>Section 8.1 of the Credit Agreement. The loan was paid off<br>on February 1, 2021 in connection with the acquisition<br>of the Company. 150,000,000 -<br>Total 588,250,000 369,000,000<br>Less: Current portion (168,000,000) (17,000,000)<br>Less: Deferred loan costs (3,088,314) (1,829,537)<br>Long-term portion 417,161,686 $ 350,170,463 $<br>19 |
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| AEROCARE HOLDINGS, INC. AND SUBSIDIARIES<br><br>Notes to Consolidated Financial Statements<br><br>December 31, 2020 and 2019<br><br>Principal payments on long-term debt of the Company over the next five years are as follows:<br><br><br><br>All amounts were repaid on February 1, 2021 in connection with the acquisition of the Company (note 13).<br><br>In September 2019, the Company entered into the Fourth Amended and Restated Credit Agreement; under this<br>Amendment, a previously existing note payable was repaid and the related unamortized deferred loan costs<br>associated with the prior note was recorded as a loss on early extinguishment of debt amounting to $1,509,371<br>for the year ended December 31, 2019. The carrying value of the debt approximates the fair value.<br><br>The Company is also party to an additional line of credit with the bank holding the note payable. The line of<br>credit is a working capital revolving line for advances up to $10,000,000. The line bears interest at LIBOR plus<br>an applicable margin based on the Company’s total leverage ratio. There was no outstanding balance on the line<br>of credit at December 31, 2020 and 2019.<br><br>In April 2020, the Company amended the Fourth Amended and Restated Credit Agreement and secured an<br>additional $20,000,000 in term loan borrowings to protect against any shortfalls that may result from the<br>COVID-19 pandemic as a precautionary measure.<br><br>In December 2020, the Company entered into an interest rate swap with a notional amount of $150,000,000<br>against a portion of its note payable. The interest rate swap requires the Company to pay a fixed annual interest<br>rate and receive a floating interest rate based on the 1-month LIBOR rate.<br><br>The Company is required to maintain certain financial and reporting covenants under its debt agreements.<br><br>Amortization of deferred loan costs was $440,850 and $361,160 for the years ended December 31, 2020 and<br>2019, respectively. Unamortized deferred financing costs as of December 31, 2020 and 2019, were $3,088,314<br>and $1,829,537, respectively.<br><br><br>(9) Equity<br><br>(a) Common Stock<br><br>The Company has 72,000,000 shares of $0.001 par value common stock authorized as of both December<br>31, 2020 and 2019 with 42,388,852 and 42,452,058 shares issued and outstanding as of December 31, 2020<br>and 2019, respectively. Holders of common stock have certain rights as identified below.<br><br>Dividends – Dividends on common stock are only payable if and when declared by the stockholders.<br>During the years ended December 31, 2020 and 2019, the Company declared and paid $210,000,000 and<br>$205,000,000, respectively, in dividends.<br><br><br>Twelve Months Ended December 31, Amount<br>2021 168,000,000<br>2022 23,000,000<br>2023 23,000,000<br>2024 374,250,000<br>Total 588,250,000 $<br>20 |
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| AEROCARE HOLDINGS, INC. AND SUBSIDIARIES<br><br>Notes to Consolidated Financial Statements<br><br>December 31, 2020 and 2019<br><br>Voting – Common stockholders are entitled to one vote for each share of stock.<br><br>Redemption –- Common shares do not have any redemption rights.<br><br>Issuances – Per the terms of the purchase agreement of Buypap.com, LLC, the sellers were entitled to earn<br>out payments of the Company’s stock once certain conditions were met, as defined in the purchase<br>agreement. During the year ended December 31, 2019, the Company issued 666,667 shares of the<br>Company’s common stock to the sellers in the amount of $2,500,000.<br><br>(b) Preferred Stock<br><br>The Company had authorized and issued 7,649,933 of Series A and 2,025,316 Series B Redeemable<br>Convertible Preferred Stock with a $0.001 par value (the Series A and Series B Stock), with certain rights,<br>preferences, powers, privileges, and restrictions. On October 18, 2019, the A Series and B Series Stock<br>were converted to 7,649,933 and 2,025,316, respectively, shares of the Company’s common stock pursuant<br>to their original conversion terms.<br><br>On October 18, 2019, the Company authorized and issued 18,087,434 shares of Series C Redeemable<br>Convertible preferred stock (the Series C) for total proceeds of $100,000,000, with net proceeds of<br>$95,442,324 after payment of $4,557,676 of issuance costs.<br><br>In the accompanying consolidated balance sheets, these preferred shares are reported as mezzanine equity<br>based on the contingent redemption characteristics.<br><br>A summary of the rights, preferences, powers, privileges, and restrictions of the preferred stock is as<br>follows:<br><br>Conversion Rights: Each preferred share shall be convertible, at the option of the holder thereof, at any time<br>and from time to time, and without the payment of additional consideration by the holder thereof, into such<br>number of fully paid and nonassessable shares of common stock as is determined by dividing the Series C<br>original issue price ($5.53) by the Series C conversion price in effect at the time of the conversion. The<br>Series C conversion price is initially $5.53. The initial Series C conversion price, and the rate at which<br>shares of Series C preferred stock may be converted into shares of common stock are subject to certain<br>adjustment provisions.<br><br>Dividends: From and after the date of the issuance of any shares of Series A, B, and C Preferred Stock,<br>dividends at the per share rate of 8.0% of the Original Issue Price per annum shall accrue on the shares of<br>Series A, B, and C Preferred Stock (the Accruing Dividends), which Accruing Dividends shall accrue from<br>day to day and shall compound on an annual basis, whether or not declared, and shall be cumulative;<br>provided; however, that such Accruing Dividends shall be payable only when, as, and if declared by the<br>board of the Company. At such time all outstanding Accruing Dividends have been paid in full, the<br>Company may (if declared by the board of the Company) distribute dividends among the holders of<br>Preferred Stock and the holders of common stock pro rata based on the number of shares of common stock<br>held by each, determined on an as-if-converted basis (assuming full conversion of all such Preferred Stock)<br>as of the record date with respect to the declaration of such dividends. On September 29, 2019 and<br>December 22, 2020, the Company obtained a waiver of this provision in the Stock Purchase Agreement to<br>permit dividends to be issued to both the holders of Preferred Stock and holders of common stock, without<br>payment of the Accruing Dividends. These were one-time waivers and were signed by the stockholders.<br><br><br><br><br>21 |
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| AEROCARE HOLDINGS, INC. AND SUBSIDIARIES<br><br>Notes to Consolidated Financial Statements<br><br>December 31, 2020 and 2019<br><br><br>At the October 18, 2019 conversion date of the Series A and Series B Preferred Stock, the carrying value of<br>the Series A and Series B, including Accruing Dividends of the Series A and Series B Preferred Stock of<br>$7,097,786 and $1,332,659, respectively, were reclassified to additional paid in capital as part of the total<br>conversion balance. Accumulated Accruing Dividends were $9,797,621 and $1,643,836 as of<br>December 31, 2020 and 2019, respectively. As of December 31, 2020 and 2019, no Accruing Dividends<br>have been declared to be paid.<br><br>Redemption Privileges: At any time on or after October 18, 2027, upon a receipt of a written notice<br>requesting redemption for a majority of the Series C stockholders, all Series C Preferred Stock shall be<br>redeemed for cash at the Series C original issue price plus accrued and unpaid dividends whether or not<br>declared.<br><br>Voting Rights: On any matter presented to the stockholders of the Company for their action or<br>consideration at any meeting of stockholders of the Company, each holder of outstanding shares of<br>Preferred Stock Series C shall be entitled to cast the number of votes equal to the number of whole shares<br>of Common Stock into which the shares of Preferred Stock held by such holder are convertible as of the<br>record date for determining the stockholders entitled to vote on such matters.<br><br>Liquidation Preferences: In the event of any voluntary or involuntary liquidation, dissolution or winding up<br>of the Company, the holders of the then outstanding preferred shares shall be entitled to be paid out of the<br>assets of Company available for distribution to its stockholders before any payment shall be made to the<br>holders of the Company’s common stockholders an amount per share equal to the greater of (i) original<br>issue price plus accrued and unpaid dividends whether or not declared or (ii) such amount per share as<br>would have been payable had all of the preferred shares been converted into common stock immediately<br>prior to such an event.<br><br>When Series C Preferred Stock is outstanding, the Company reserves and keeps available out of its<br>authorized but unused capital stock, common stock for the purpose of effecting the conversion of the Series<br>C Preferred Stock, if so elected by the holders.<br><br>The following is a summary of the changes in preferred stock:<br><br><br><br>The Series C Preferred Stock were redeemed for $437,884,575 on February 1, 2021 in connection with the<br>acquisition of the Company (note 13).<br><br><br><br><br><br>Series A<br>Shares Amount Shares Amount Shares Amount<br>Balance, December 31, 2018 7,649,933 $ 28,355,730 2,025,316 $ 8,823,689 — —<br>Issuance of Series C<br>Preferred Stock, net of<br>issuance costs of<br>$4,557,676 — — — — 18,087,434 $ 95,442,324<br>Preferred dividend accretion — 1,701,531 — 499,294 — 1,643,836<br>Conversion of Series A & B<br> Preferred stock (7,649,933) (30,057,261) (2,025,316) (9,322,983) — —<br>Balance, December 31, 2019 — — — — 18,087,434 97,086,160<br>Preferred dividend accretion — — — 8,153,785<br>Accretion of Series C issuance costs — — — — — 588,087<br>Balance, December 31, 2020 — $ — — $ — 18,087,434 $ 105,828,032 $<br>Series B Series C<br>22 |
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| AEROCARE HOLDINGS, INC. AND SUBSIDIARIES<br><br>Notes to Consolidated Financial Statements<br><br>December 31, 2020 and 2019<br><br><br>(10) Stock Compensation Plan<br><br>On December 27, 2012, the Company established the AeroCare Holdings, Inc. 2012 Stock Option and Grant<br>Plan (the Plan). In accordance with the Plan, the Company initially reserved 3,000,000 shares of common stock<br>to award to officers, employees, directors, and key persons. The Plan was amended in 2016 increasing the<br>maximum number of shares of common stock reserved for issuance under the Plan to 6,026,862 and again<br>amended on October 17, 2019, increasing the number of shares of common stock reserved for issuance under<br>the Plan to 11,124,785. Stock options granted under the Plan may be either Incentive Stock Options or<br>Nonqualified Stock Options.<br><br> The following table for the years ended December 31, 2020 and 2019, summarizes option activity:<br><br><br><br><br>The Company recognized approximately $2,370,000 and $1,276,000 of stock compensation expense for stock<br>options vesting during the years ended December 31, 2020 and 2019, respectively.<br><br>As of December 31, 2020 and 2019, there was approximately $6,895,916 and $2,511,889 of unrecognized<br>compensation costs expected to be recognized through February of 2025.<br><br>As of December 31, 2020, the Company had 2,271,035 remaining shares available to be granted under the Plan.<br><br>The fair value of each option granted is estimated on the date of the grant using the Black-Scholes option<br>pricing model with the following assumptions used for employee and stockholder options:<br><br><br><br><br>Weighted-<br>Average<br>Stock Exercise Exercise<br>Options Price Range Price<br>Outstanding - December 31, 2018 4,775,000 1.00 - 2.85 2.42<br>Granted 275,000 4.50 4.50<br>Exercised (375,000) 1.00 1.00<br>Outstanding - December 31, 2019 4,675,000 1.00 - 4.50 2.69<br>Granted 4,278,750 5.53 5.53<br>Exercised (60,000) 2.85 2.85<br>Forfeited (40,000) 2.85 2.85<br>Outstanding - December 31, 2020 8,853,750 $ 1.00 - 5.53 4.06 $<br>2020 2019<br>Expected dividend yield 0.00% 0.00%<br>Risk-free interest rate 1.18% 1.18%<br>Expected life in years 10 10<br>Fair value of stock $5.53 $4.50<br>Exptected volatility 50% 50%<br>23 |
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| AEROCARE HOLDINGS, INC. AND SUBSIDIARIES<br><br>Notes to Consolidated Financial Statements<br><br>December 31, 2020 and 2019<br><br>The dividend yield is based on the Company’s belief that they will not be declaring dividends over the expected<br>life of the options granted. The risk-free interest rate over the expected term of the options is based on the U.S.<br>Treasury yield in effect at the time of the grants. The expected life is based on management’s representation<br>concerning the expected time to when options are expected to be exercised. Stock price volatility was estimated<br>based on the estimated stock price volatility of a peer group of publicly traded entities over a similar term.<br><br>The following table as of December 31, 2020 and 2019, summarizes the information about stock options<br>outstanding and exercisable:<br><br><br><br><br><br>During the year ended December 31, 2020, the Company issued 4,278,750 stock options to employees, half of<br>which vest over time and half of which vest according to certain performance measures.<br><br>All the outstanding options vested in connection with the acquisition of the Company on February 1, 2021<br>(note 13).<br><br><br><br><br><br><br><br><br><br><br><br><br><br>2020 Options Outstanding Options Exercisable<br>Weighted- Weighted-<br>Average Weighted- Average Weighted-<br>Remaining Average Remaining Average<br>Exercise Number Contractual Exercise Number Contractual Exercise<br>Price Outstanding Life Price Exercisable Life Price<br>2012 Plan $1.00 - $5.53 8,853,750 7.03 Years 4.06 3,650,000 4.66 years 2.49 $<br>Total 8,853,750 3,650,000<br>2019 Options Outstanding Options Exercisable<br>Weighted- Weighted-<br>Average Weighted- Average Weighted-<br>Remaining Average Remaining Average<br>Exercise Number Contractual Exercise Number Contractual Exercise<br>Price Outstanding Life Price Exercisable Life Price<br>2012 Plan $1.00 - $4.50 4,675,000 6.04 Years 2.69 3,100,000 5.48 years 2.42 $<br>Total 4,675,000 3,100,000<br>24 |
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| AEROCARE HOLDINGS, INC. AND SUBSIDIARIES<br><br>Notes to Consolidated Financial Statements<br><br>December 31, 2020 and 2019<br><br><br>(11) Income Taxes<br><br>The income tax provision (benefit) for the years ended December 31, 2020 and 2019 is as follows:<br><br><br><br>Differences between the expected tax (computed by applying the federal corporate income tax rate of 21% to<br>income before income taxes) and actual tax expense for 2020 and 2019 consisted of:<br><br><br><br>The tax effects of temporary differences that give rise to deferred tax assets and deferred tax liabilities as of<br>December 31, 2020 and 2019 are presented below:<br><br><br><br><br><br><br><br><br><br>Current Deferred Total<br>Federal - $ 16,620,502 $ 16,620,502 $<br>State - 4,212,891 4,212,891<br>Total - $ 20,833,393 $ 20,833,393 $<br>Current Deferred Total<br>Federal (239,505) $ 2,920,688 $ 2,681,183 $<br>State 950,000 369,674 1,319,674<br>Total 710,495 $ 3,290,362 $ 4,000,857 $<br>2020<br>2019<br>2020 2019<br>Income tax expense computed<br> at the statutory federal tax rate 17,778,062 $ 7,228,665 $<br>State tax, net of federal 3,328,183 987,176<br>Nondeductible expenses 11,986 10,577<br>Permanent deductible differences — (4,270,556)<br>Other (284,838) 44,995<br>Total income tax<br> provision 20,833,393 $ 4,000,857 $<br>2020 2019<br>Deferred tax assets (liabilities):<br>Allowance for doubtful accounts 4,427,861 $ 3,969,276 $<br>Property and equipment (36,418,472) (21,339,797)<br>Goodwill and intangible assets (12,856,832) (10,453,410)<br>Net operating loss carry forward 6,947,424 10,993,979<br>Stock-based compensation 1,775,900 1,464,676<br>Net Deferred Tax Liabilities (36,124,119) $ (15,365,276) $<br>25 |
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| AEROCARE HOLDINGS, INC. AND SUBSIDIARIES<br><br>Notes to Consolidated Financial Statements<br><br>December 31, 2020 and 2019<br><br><br>Deferred income taxes are determined based on the temporary difference between the financial statement book<br>basis and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the<br>differences are expected to reverse. In assessing the realizability of deferred income tax assets, management<br>considers whether it is more likely than not that all, or some portion, of the deferred income tax assets will not<br>be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future<br>taxable income during the periods in which those temporary differences become deductible. Management<br>considers the scheduled reversal of deferred income tax liabilities and projected future taxable income in making<br>this assessment. The Company evaluated the realization of its deferred tax assets and, based on available<br>evidence, including the expected reversal of its deferred tax liabilities, no valuation allowance was deemed<br>necessary as of December 31, 2020 nor 2019.<br><br>The tax returns for the years before 2017 are no longer subject to examination by federal, state, and local<br>authorities. The above net operating losses are a result of tax returns filed from years ended December 31,<br>2014 through the December 31, 2019, with an estimate for activity through December 31, 2020. The net<br>operating loss carryforwards begin to expire in 2034. As of December 31, 2020, the Company had federal and<br>state net operating loss carryforwards of approximately $30,977,947 and $11,191,263, respectively.<br><br>(12) Commitments and Contingencies<br><br>(a) Health Care Industry<br><br>As a health care provider, the Company is subject to extensive government regulation, including<br>numerous laws directed at preventing fraud and abuse and laws regulating reimbursement under various<br>government programs. The marketing, billing, documenting, and other practices of health care companies<br>are all subject to government scrutiny. To ensure compliance with Medicare and other regulations,<br>regional carriers often conduct audits and request patient records and other documents to support claims<br>submitted by the Company for payment of services rendered to customers. Similarly, government<br>agencies periodically open investigations and obtain information from healthcare providers pursuant to<br>legal process.<br><br><br>Violations of federal and state regulations can result in severe criminal, civil, and administrative penalties<br>and sanctions, including disqualification from Medicare and other reimbursement programs.<br><br>From time to time, the Company receives inquiries from various government agencies requesting<br>customer records and other documents. It has been the Company’s policy to cooperate with all such<br>requests for information. There are several pending government inquiries, but the government has not<br>instituted any proceedings or served the Company with any complaints as a result of these inquiries.<br>However, the Company can give no assurance as to the duration or outcome of these inquiries.<br><br>(b) Litigation<br><br>The Company is involved in certain other claims and legal actions in the ordinary course of its business.<br>The ultimate disposition of all such matters is not expected to have a material adverse impact on its<br>financial position, results of operations, or liquidity.<br><br>26 |
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| AEROCARE HOLDINGS, INC. AND SUBSIDIARIES<br><br>Notes to Consolidated Financial Statements<br><br>December 31, 2020 and 2019<br><br><br>(c) Acquisition Commitments and Contingencies<br><br>In connection with the 2019 and 2020 acquisitions reported in Note 2, the Company has included<br>contingent additional consideration and hold back payment commitments in the purchase prices of<br>acquisitions.<br><br>As part of purchase agreements related to the acquisitions in Note 2, there are “earn out payments” and<br> “hold back payments” due to the sellers. “Earn out payments” are contingent consideration generally<br>dependent upon future earnings of the acquisition and “hold back payments” relate to a portion of the<br>purchase price being withheld until specified dates as defined in the purchase agreement that can be used<br>to offset any claims or liabilities of the seller that the Company has paid. During the years ended<br>December 31, 2020 and 2019, the Company withheld amounts for hold backs totaling $5,070,000 and<br>$9,360,000, respectively, related to acquisitions. The Company made payments of $4,052,500 and<br>$8,901,250 in 2020 and 2019, respectively, against amounts withheld for hold backs and settled<br>$2,500,000 of earn outs with the issuance of common stock in 2019. As of December 31, 2020 and 2019,<br>the Company has unpaid hold back payments of $4,850,000 and $3,832,500, respectively, and are<br>reported as payments due to sellers in the accompanying consolidated balance sheets.<br><br><br><br>(13) Subsequent Events<br><br>In preparing these consolidated financial statements, the Company has evaluated events and transactions for<br>potential recognition or disclosure through April 1, 2021, the date the consolidated financial statements were<br>available to be issued.<br><br>On February 1, 2021, the Company was acquired by AdaptHealth Corp. for a total purchase price of<br>$1,100,000,000 in cash and 31,000,000 shares of AdaptHealth Corp. common stock with a fair value of<br>$1,244,650,000 on February 1, 2021, and operates as a wholly owned subsidiary of AdaptHealth Corp. from<br>that date forth.<br><br>During the period January 1, 2021 through April 1, 2021 the Company has closed on an additional two<br>acquisitions for total consideration of $2,325,000. The Company has recorded $1,653,395 of additional<br>goodwill and $671,605 in other working capital as a result of these acquisitions.<br><br>27 |
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Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL INFORMATION OF ADAPTHEALTHCORP.
The following unaudited pro forma condensed combined financial information presents the unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2021 and the year ended December 31, 2020 based upon the combined historical financial statements of AdaptHealth Corp. (“AdaptHealth”), Solara Medical Supplies, LLC (“Solara”) and AeroCare Holdings, Inc. and its subsidiaries (“AeroCare”), after giving effect to AdaptHealth’s acquisition of Solara on July 1, 2020 (the “Solara Acquisition”), and AdaptHealth’s acquisition of AeroCare on February 1, 2021 (the “AeroCare Acquisition”), and related adjustments described in the accompanying notes. An unaudited pro forma condensed combined balance sheet as of March 31, 2021 is not included in this filing since the accounting for the Solara Acquisition and the AeroCare Acquisition is already reflected in AdaptHealth’s historical consolidated balance sheet as of such date.
The unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2021 and for the year ended December 31, 2020 give pro forma effect to the Solara Acquisition and the AeroCare Acquisition as if they had occurred on January 1, 2020.
The unaudited pro forma condensed combined financial information should be read in conjunction with the following:
| · | the audited historical financial statements of AdaptHealth and the notes thereto as included in the Form 10-K/A filed on April 30,<br>2021; |
|---|---|
| · | the unaudited historical financial statements of AdaptHealth and the notes thereto as included in the Form 10-Q filed on May 10, 2021; |
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| · | the unaudited historical financial statements of Solara and the notes thereto as included in the Form 8-K filed on December 14, 2020;<br>and; |
| --- | --- |
| · | the audited historical financial statements of AeroCare and the notes thereto as included elsewhere in this Form 8-K/A. |
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The unaudited pro forma condensed combined financial information is provided for informational purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the Solara Acquisition and the AeroCare Acquisition had been completed as of the dates set forth above, nor is it indicative of the future results of the combined company. The unaudited pro forma condensed combined financial information also does not give effect to the potential impact of any anticipated synergies, operating efficiencies or cost savings resulting from favorable vendor pricing had AdaptHealth owned Solara and AeroCare in the periods indicated above, or any integration costs and benefits from restructuring plans.
ADAPTHEALTH CORP.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTOF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2021
| AdaptHealth | AeroCare | Pro<br> Forma | AdaptHealth | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in<br> thousands, except per share data) | Historical | Reclassified ^(1)^ | Adjustments | Note<br> 3 | Pro-Forma | ||||||||
| Net<br> revenue | $ | 482,119 | $ | 65,808 | $ | - | $ | 547,927 | |||||
| Costs<br> and expenses: | |||||||||||||
| Cost<br> of net revenue | 396,698 | 52,536 | - | 449,234 | |||||||||
| General<br> and administrative expenses | 56,632 | 16,120 | (7,519 | ) | (a) | 65,233 | |||||||
| Depreciation<br> and amortization, excluding patient equipment depreciation | 13,380 | 664 | 3,479 | (b) | 17,523 | ||||||||
| Total<br> costs and expenses | 466,710 | 69,320 | (4,040 | ) | 531,990 | ||||||||
| Operating<br> income (loss) | 15,409 | (3,512 | ) | 4,040 | 15,937 | ||||||||
| Interest<br> expense, net | 22,185 | 3,739 | (2,871 | ) | (c) | 23,053 | |||||||
| Loss<br> on extinguishment of debt, net | 4,213 | - | - | 4,213 | |||||||||
| Change<br> in fair value of contingent consideration common shares liability | (1,965 | ) | - | - | (1,965 | ) | |||||||
| Change<br> in fair value of warrant liability | (3,168 | ) | - | - | (3,168 | ) | |||||||
| Other<br> income, net | (519 | ) | (34 | ) | - | (553 | ) | ||||||
| Income<br> (loss) before income taxes | (5,337 | ) | (7,217 | ) | 6,911 | (5,643 | ) | ||||||
| Income<br> tax expense | (1,695 | ) | 2,381 | (2,478 | ) | (d) | (1,792 | ) | |||||
| Net<br> income (loss) | (3,642 | ) | (9,598 | ) | 9,389 | (3,851 | ) | ||||||
| Income<br> attributable to noncontrolling interests | 324 | - | - | 324 | |||||||||
| Net<br> income (loss) attributable to AdaptHealth Corp. | $ | (3,966 | ) | $ | (9,598 | ) | $ | 9,389 | $ | (4,175 | ) | ||
| Net<br> income (loss) per common share: | |||||||||||||
| Basic | $ | (0.04 | ) | $ | (0.03 | ) | |||||||
| Diluted | $ | (0.08 | ) | $ | (0.07 | ) | |||||||
| Weighted<br> average shares outstanding for net income (loss) attributable to AdaptHealth Corp.: | |||||||||||||
| Basic | 111,109 | - | 20,218 | (e) | 131,327 | ||||||||
| Diluted | 115,995 | - | 20,218 | (e) | 136,213 |
| (1) | Refer to Note 2 for reclassification of AeroCare historical information. |
|---|
ADAPTHEALTH CORP.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTOF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2020
| AdaptHealth | Solara | AeroCare | Pro<br> Forma | AdaptHealth | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in<br> thousands, except per share data) | Historical | Reclassified ^(1)^ | Reclassified ^(1)^ | Adjustments | Note<br> 3 | Pro-Forma | ||||||||||
| Net<br> revenue | $ | 1,056,389 | $ | 83,155 | $ | 695,189 | $ | - | $ | 1,834,733 | ||||||
| Grant<br> income | $ | 14,277 | $ | - | $ | 8,057 | - | 22,334 | ||||||||
| Costs<br> and expenses: | ||||||||||||||||
| Cost<br> of net revenue | 898,601 | 70,834 | 574,093 | - | 1,543,528 | |||||||||||
| General<br> and administrative expenses | 89,346 | 17,998 | 21,143 | (15,129 | ) | (f) | 113,358 | |||||||||
| Depreciation<br> and amortization, excluding patient equipment depreciation | 11,373 | 3,587 | 8,307 | 42,121 | (g) | 65,388 | ||||||||||
| Total<br> costs and expenses | 999,320 | 92,419 | 603,543 | 26,992 | 1,722,274 | |||||||||||
| Operating<br> income (loss) | 71,346 | (9,264 | ) | 99,703 | (26,992 | ) | 134,793 | |||||||||
| Interest<br> expense, net | 41,430 | 7,367 | 15,301 | 11,907 | (h) | 76,005 | ||||||||||
| Loss<br> on extinguishment of debt, net | 5,316 | - | - | - | 5,316 | |||||||||||
| Change<br> in fair value of contingent consideration common shares liability | 98,717 | - | - | - | 98,717 | |||||||||||
| Change<br> in fair value of warrant liability | 135,368 | - | - | - | 135,368 | |||||||||||
| Other<br> income, net | (3,444 | ) | - | (255 | ) | - | (3,699 | ) | ||||||||
| Income<br> (loss) before income taxes | (206,041 | ) | (16,631 | ) | 84,657 | (38,899 | ) | (176,914 | ) | |||||||
| Income<br> tax expense | (11,955 | ) | - | 20,833 | (19,143 | ) | (i) | (10,265 | ) | |||||||
| Net<br> income (loss) | (194,086 | ) | (16,631 | ) | 63,824 | (19,756 | ) | (166,649 | ) | |||||||
| Income<br> attributable to noncontrolling interests | (32,454 | ) | - | - | 9,338 | (j) | (23,116 | ) | ||||||||
| Net<br> income (loss) attributable to AdaptHealth Corp. | $ | (161,632 | ) | $ | (16,631 | ) | $ | 63,824 | $ | (29,094 | ) | $ | (143,533 | ) | ||
| Net<br> income (loss) per common share: | ||||||||||||||||
| Basic<br> and diluted | $ | (3.08 | ) | $ | (1.55 | ) | ||||||||||
| Weighted<br> average shares outstanding for net income (loss) attributable to AdaptHealth Corp.: | ||||||||||||||||
| Basic<br> and diluted | 52,488 | - | - | 39,838 | (k) | 92,326 | ||||||||||
| (1) | Refer to Note 2 for reclassification of Solara and AeroCare historical information. | |||||||||||||||
| --- | --- |
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINEDFINANCIAL STATEMENTS
Note 1—General Information
Basis of presentation
The historical financial information has been adjusted in the unaudited pro forma condensed combined financial information to give effect to events that reflect the GAAP accounting for the Solara Acquisition and the AeroCare Acquisition (collectively, the “Acquisitions”), and are prepared to illustrate the estimated effects of the Acquisitions to the Company’s audited and unaudited historical consolidated financial statements.
AdaptHealth’s historical results reflect AdaptHealth’s unaudited consolidated statement of operations for the three months ended March 31, 2021 and audited consolidated statement of operations for the year ended December 31, 2020. Solara’s historical results reflect Solara’s unaudited consolidated statement of operations for the six months ended June 30, 2020. AeroCare’s historical results reflect AeroCare’s unaudited consolidated statement of income for the month ended January 31, 2021, and audited consolidated statement of income for the year ended December 31, 2020.
Description of the SolaraAcquisition
On July 1, 2020, AdaptHealth acquired 100% of the equity interests of Solara. Solara is an independent distributor of continuous glucose monitors (“CGM”) in the United States and offers a comprehensive suite of direct-to-patient diabetes management supplies to patients throughout the country, including CGMs, insulin pumps and other diabetic supplies. AdaptHealth allocated the consideration paid to the estimated fair values of the net assets acquired on a provisional basis, including $12.1 million to cash, $17.4 million to accounts receivable, $14.4 million to inventory, $3.5 million to equipment and other fixed assets, $85.7 million to identifiable intangible assets (consisting of $60.0 million of payor contracts and $25.7 million of tradenames), $347.7 million to goodwill, $22.5 million to accounts payable and accrued expenses, and $2.9 million of net liabilities to other working capital accounts. The Solara Acquisition also included a contingent payment based on certain conditions after closing, which was determined to have an acquisition date fair value of $1.3 million which was recorded as a contingent liability in connection with AdaptHealth’s acquisition accounting for Solara. Based on the outcome of such conditions, AdaptHealth paid $1.4 million during the year ended December 31, 2020 to satisfy such contingent liability. Management of AdaptHealth will finalize the measurement of the separately identifiable assets acquired and the liabilities assumed at the acquisition date in accordance with the requirements of FASB ASC Topic 805, Business Combinations, as soon as practicable but no later than one year from the acquisition date.
Description of the AeroCareAcquisition
On February 1, 2021, AdaptHealth acquired 100% of the equity interests of 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 AdaptHealth’s Class A Common Stock at closing, (iii) the issuance of 130,474.73 shares of AdaptHealth’s Series C Convertible Preferred Stock at closing, and (iv) the issuance of 3,959,892 options to purchase shares of AdaptHealth’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 seven years from the date of closing. The Series C Convertible Preferred Stock liquidation preference was limited to its par value of $0.0001 per share. The Series C Convertible Preferred Stock participated equally and ratably on an as-converted basis with the holders of AdaptHealth’s Class A Common Stock in all potential cash dividends paid on the Class A Common Stock. The Series C Convertible Preferred Stock was non-voting. On March 3, 2021, AdaptHealth’s stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635, the issuance of shares of AdaptHealth’s Class A Common Stock, representing equal to or greater than 20% of the outstanding common stock or voting power of AdaptHealth issuable upon conversion of the Series C Convertible Preferred Stock issued to the former equityholders of AeroCare, by removal of the conversion restriction that prohibited such conversion of Series C Convertible Preferred Stock. Following the receipt of the approval of AdaptHealth’s stockholders, the holders were able to elect to convert, and AdaptHealth was able to elect to effect a mandatory conversion of, each share of Series C Convertible Preferred Stock into 100 shares of AdaptHealth’s Class A Common Stock (subject to certain anti-dilution adjustments). AdaptHealth elected to effect a mandatory conversion of the Series C Convertible Preferred Stock, and the conversion of such shares of Series C Convertible Preferred Stock to 13,047,473 shares of AdaptHealth’s Class A Common Stock occurred on March 18, 2021. AdaptHealth allocated the consideration paid to the estimated fair values of the net assets acquired on a provisional basis, including $27.7 million to cash, $75.9 million to accounts receivable, $27.6 million to inventory, $163.5 million to equipment and other fixed assets, $138.2 million to identifiable intangible assets (consisting of $70.0 million of contractual rental agreements and $68.2 million of tradenames), $2.1 billion to goodwill, $82.7 million to accounts payable and accrued expenses, $63.7 million to deferred tax liabilities, and $20.9 million of net liabilities to other working capital accounts. Management of AdaptHealth will finalize the measurement of the separately identifiable assets acquired and the liabilities assumed at the acquisition date in accordance with the requirements of FASB ASC Topic 805, Business Combinations, as soon as practicable but no later than one year from the acquisition date.
Basis of the Pro Forma Presentation
Upon consummation of the Solara Acquisition and the AeroCare Acquisition, Solara and AeroCare have adopted AdaptHealth’s accounting policies.
Note 2—Reclassifications to Historical Financial Informationof AeroCare and Solara
Certain balances and transactions presented in the historical financial statements of AeroCare and Solara included within the unaudited pro forma condensed combined financial information have been reclassified to conform to the presentation of the financial statements of AdaptHealth as indicated in the tables below.
AeroCare Statement of Income Reclassifications for the MonthEnded January 31, 2021
| As per Internal | As | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | Financial Statements | Reclassifications | Reclassified | ||||||
| Costs and expenses: | |||||||||
| Cost of net revenue | $ | 25,784 | $ | 26,752 | $ | 52,536 | |||
| General and administrative expenses | $ | - | $ | 16,120 | $ | 16,120 | |||
| Selling, general and administrative expenses | $ | 43,169 | $ | (43,169 | ) | $ | - | ||
| Interest expense (income) | $ | 3,740 | $ | (1 | ) | $ | 3,739 | ||
| Other income | $ | (332 | ) | $ | 298 | $ | (34 | ) |
AeroCare Statement of Income Reclassifications for the TwelveMonths Ended December 31, 2020
| As per | As | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | Financial Statements | Reclassifications | Reclassified | ||||||
| Costs and expenses: | |||||||||
| Cost of net revenue | $ | 278,939 | $ | 295,154 | $ | 574,093 | |||
| General and administrative expenses | $ | - | $ | 21,143 | $ | 21,143 | |||
| Selling, general, and administrative expenses | $ | 319,693 | $ | (319,693 | ) | $ | - | ||
| Interest expense (income) | $ | 15,329 | $ | (28 | ) | $ | 15,301 | ||
| Other income | $ | (3,679 | ) | $ | 3,424 | $ | (255 | ) |
Solara Statement of Operations Reclassifications for the SixMonths Ended June 30, 2020
| As per | As | |||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands) | Financial Statements | Reclassifications | Reclassified | |||||
| Net revenue | $ | 84,878 | $ | (1,723 | ) | $ | 83,155 | |
| Costs and expenses: | ||||||||
| Cost of net revenue | $ | 53,013 | $ | 17,821 | $ | 70,834 | ||
| General and administrative expenses | $ | - | $ | 17,998 | $ | 17,998 | ||
| Depreciation and amortization, excluding patient equipment depreciation | $ | - | $ | 3,587 | $ | 3,587 | ||
| Selling, general and administrative expenses | $ | 41,190 | $ | (41,190 | ) | $ | - | |
| Interest expense (income) | $ | 7,369 | $ | (2 | ) | $ | 7,367 | |
| Other income | $ | (63 | ) | $ | 63 | $ | - |
Note 3—Pro Forma Adjustments
Adjustments to the Unaudited Pro Forma Condensed Combined Statementsof Operations
The pro forma adjustments included in the unaudited pro forma condensed combined statements of operations for the three-month period ended March 31, 2021 and for the year ended December 31, 2020 are as follows:
| (a) | Represents the elimination of AeroCare’s historical transaction costs relating to the AeroCare Acquisition. |
|---|---|
| (b) | Represents the elimination of AeroCare’s historical intangible amortization expense of less than $0.1 million, and increase<br>of $3.5 million to reflect estimated amortization expense associated with the estimated identifiable intangible assets related to AdaptHealth’s<br>acquisition accounting for the AeroCare Acquisition. |
| --- | --- |
| (c) | Represents the elimination of AeroCare’s historical interest expense of $3.7 million, and increase of $0.8 million to reflect<br>estimated incremental interest expense associated with AdaptHealth’s issuance of unsecured senior notes and senior secured borrowings<br>in order to partially fund the cash portion of the purchase consideration in connection with the AeroCare Acquisition. |
| --- | --- |
| (d) | Represents adjustment to eliminate the historical tax expense of AdaptHealth and AeroCare and to record the estimated tax provision<br>of the combined entities on a pro forma basis using a pro forma effective tax rate. However, the effective tax rate of the combined company<br>could be different depending on post-acquisition activities. |
| --- | --- |
| (e) | Represents adjustment to the AdaptHealth historical weighted average basic and diluted common shares outstanding to include incremental<br>shares issued in connection with the AeroCare Acquisition. |
| --- | --- |
| (f) | Represents the elimination of Solara’s historical transaction costs relating to the Solara Acquisition. |
| --- | --- |
| (g) | Represents the following adjustments: (1) elimination of Solara’s historical intangible amortization expense of $3.3 million;<br>(2) elimination of AeroCare’s historical intangible amortization expense of $0.7 million; (3) increase of $4.3 million to reflect<br>estimated amortization expense associated with the estimated identifiable intangible assets related to AdaptHealth’s acquisition<br>accounting for the Solara Acquisition, and (4) increase of $41.8 million to reflect estimated amortization expense associated with the<br>estimated identifiable intangible assets related to AdaptHealth’s acquisition accounting for the AeroCare Acquisition. |
| --- | --- |
| (h) | Represents the following adjustments: (1) elimination of Solara’s historical interest expense of $7.4 million, (2) elimination<br>of AeroCare’s historical interest expense of $15.3 million, and (3) increase of $34.6 million to reflect estimated incremental interest<br>expense associated with AdaptHealth’s issuance of the unsecured senior notes and senior secured borrowings in order to partially<br>fund the cash portion of the purchase consideration in connection with the AeroCare Acquisition. |
| --- | --- |
| (i) | Represents adjustment to eliminate the historical tax expense of AdaptHealth, Solara and AeroCare and to record the estimated tax<br>provision of the combined entities on a pro forma basis using a pro forma effective tax rate. However, the effective tax rate of the combined<br>company could be different depending on post-acquisition activities. |
| --- | --- |
| (j) | Represents the pro forma adjustment to the noncontrolling interest resulting from the Solara Acquisition and the AeroCare Acquisition. |
| --- | --- |
| (k) | Represents adjustment to the AdaptHealth historical weighted average basic and diluted common shares outstanding to include incremental<br>shares issued in connection with the AeroCare Acquisition, and the shares issued in connection with the Solara Acquisition and related<br>equity financing. |
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