Business Wire | Nov 4, 2021 06:30AM EDT

AdaptHealth Announces Third Quarter 2021 Financial Results, Raises Full-Year 2021 Guidance, and Provides Full-Year 2022 Guidance

Nov. 04, 2021

PLYMOUTH MEETING, Pa.--(BUSINESS WIRE)--Nov. 04, 2021--AdaptHealth Corp. (NASDAQ: AHCO) ("AdaptHealth" or "the Company"), a national leader in providing patient-centered, healthcare-at-home solutions including home medical equipment, medical supplies, and related services, announced today financial results for the third quarter ended September 30, 2021.

Highlights

* AdaptHealth delivered record net revenue and Adjusted EBITDA for the third quarter and further increased fiscal 2021 guidance, despite the challenging operating environment. * During the quarter, the Company completed six previously-discussed acquisitions, expanding HME operations in Kentucky, Ohio, West Virginia, New Jersey, New York, South Carolina, and Florida. * Since quarter end, the Company has completed four additional acquisitions: three HME providers in Florida, Washington, and Wisconsin, and a diabetes supplier in Texas. * In addition to the AeroCare merger, AdaptHealth has acquired more than $400 million in annualized revenue to date in 2021. * In August the Company completed an offering of $600 million aggregate principal amount of 5.125% unsecured senior notes due 2030.

Third Quarter Results

* Net revenue was $653.3 million, compared to $284.4 million in the third quarter of 2020, a 130% increase. * Organic growth for the third quarter was 6.5%. * Net income attributable to AdaptHealth Corp. was $58.1 million, or $0.20 per diluted share, compared to a net loss of $51.0 million, or $0.89 per diluted share, in the third quarter of 2020. * Adjusted EBITDA was $156.3 million, compared to $53.2 million in the third quarter of 2020, a 194% increase. * Adjusted EBITDA less Patient Equipment Capex was $106.1 million, compared to $35.9 million in the third quarter of 2020, a 196% increase.

Guidance Increased for 2021

Based on current business, market trends, and acquisitions completed to date, the Company is increasing its previously issued financial guidance for fiscal year 2021 as follows:

* Net revenue of $2.41 billion to $2.46 billion, up from prior guidance of $2.38 billion to $2.48 billion; * Adjusted EBITDA of $570 million to $580 million, up from prior guidance of $555 million to $580 million; and * Adjusted EBITDA less Patient Equipment Capex of $365 million to $375 million, up from prior guidance of $360 million to $375 million.

Guidance Established for 2022

The Company is also establishing initial financial guidance for fiscal year 2022 as follows:

* Net revenue of $2.70 billion to $2.90 billion; * Adjusted EBITDA of $635 million to $695 million; and * Total capital expenditures are expected to be 9-11% of net revenue.

Guidance for 2021 and 2022 does not include any contribution from acquisitions that have not yet closed. 2022 also excludes any potential impact from continuing sequestration relief, continuing PHE benefits, and any change to the DMEPOS fee schedule.

Management Commentary

Steve Griggs, Chief Executive Officer, commented, "We are very pleased with our operating and financial performance for the quarter, which reflected the outstanding efforts of our team members. We continue to drive organic growth in the face of challenging external circumstances (including the ongoing impact of the Philips recall), as well as further expanding our presence through strategic acquisitions in key markets. During the third quarter, we completed six acquisitions and today we are announcing another four deals in the HME and diabetes product lines."

Mr. Griggs continued, "Having already achieved many of the targets we set for the AeroCare merger, we are focused as a combined company on a strong finish to the year and continuing to execute on our core strategies of organic growth, improving operations, and closing accretive acquisitions."

Josh Parnes, President, commented, "We continue to leverage technology to drive operational improvements, such as our patient-facing technology. The Company continues to progress in evolving our business toward chronic disease management, with an overall goal to drive improvements in patient outcomes and reductions in the cost of care, while at the same time continuing to deliver strong organic growth from our existing businesses."

Conference Call

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

* (888) 428-7458 (Domestic) or * (862) 298-0702 (International)

Webcast registration: Click Here

Following the live call, a replay will be available for six months on the Company's website, www.adapthealth.com under "Investor Relations."

About AdaptHealth Corp.

AdaptHealth is a national leader in providing patient-centered, healthcare-at-home solutions including home medical equipment, medical supplies, and related services. The Company provides a full suite of medical products and solutions designed to help patients manage chronic conditions in the home, adapt to challenges in their activities of daily living, and thrive. Product and service offerings include (i) sleep therapy equipment, supplies, and related services (including CPAP and bi PAP services) to individuals suffering from obstructive sleep apnea, (ii) medical devices and supplies to patients for the treatment of diabetes (including continuous glucose monitors and insulin pumps), (iii) home medical equipment (HME) to patients discharged from acute care and other facilities, (iv) oxygen and related chronic therapy services in the home, and (v) other HME devices and supplies to chronically ill patients with wound care, urological, incontinence, ostomy and nutritional supply needs. The Company is proud to partner with an extensive and highly diversified network of referral sources, including acute care hospitals, sleep labs, pulmonologists, skilled nursing facilities, and clinics. AdaptHealth services beneficiaries of Medicare, Medicaid, and commercial insurance payors, reaching approximately 3.5 million patients annually in all 50 states through its network of 716 locations in 47 states.

Forward-Looking Statements

This press release includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook," and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding projections, estimates and forecasts of revenue and other financial and performance metrics and projections of market opportunity and expectations and the Company's acquisition pipeline. These statements are based on various assumptions and on the current expectations of AdaptHealth management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company.

These forward-looking statements are subject to a number of risks and uncertainties, including the outcome of judicial and administrative proceedings to which the Company may become a party or governmental investigations to which the Company may become subject that could interrupt or limit the Company's operations, result in adverse judgments, settlements or fines and create negative publicity; changes in the Company's clients' preferences, prospects and the competitive conditions prevailing in the healthcare sector; and the impact of the recent coronavirus (COVID-19) pandemic and the Company's response to it. A further description of such risks and uncertainties can be found in the Company's filings with the Securities and Exchange Commission. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company presently knows or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company's expectations, plans or forecasts of future events and views as of the date of this press release. The Company anticipates that subsequent events and developments will cause the Company's assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company's assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Use of Non-GAAP Financial Information and Financial Guidance

This release contains non-GAAP financial guidance, which is adjusted to exclude certain costs, expenses, gains and losses and other specified items that are evaluated on an individual basis. These non-GAAP items are adjusted after considering their quantitative and qualitative aspects and typically have one or more of the following characteristics, such as being highly variable, difficult to project, unusual in nature, significant to the results of a particular period or not indicative of future operating results. Similar charges or gains were recognized in prior periods and will likely reoccur in future periods.

The Company uses EBITDA, Adjusted EBITDA and Adjusted EBITDA less Patient Equipment Capex, which are financial measures that are not prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP, to analyze its financial results and believes that they are useful to investors, as a supplement to U.S. GAAP measures. In addition, the Company's ability to incur additional indebtedness and make investments under its existing credit agreement is governed, in part, by its ability to satisfy tests based on a variation of Adjusted EBITDA less Patient Equipment Capex.

The Company believes Adjusted EBITDA less Patient Equipment Capex is useful to investors in evaluating the Company's financial performance. The Company's business requires significant investment in equipment purchases to maintain its patient equipment inventory. Some equipment title transfers to patients' ownership after a prescribed number of fixed monthly payments. Equipment that does not transfer wears out or often times is not recovered after a patient's use of the equipment terminates. The Company uses this metric as the profitability measure in its incentive compensation plans that have a profitability component and to evaluate acquisition opportunities, where it is most often used for purposes of contingent consideration arrangements. In addition, the Company's debt agreements contain covenants that use a variation of Adjusted EBITDA less Patient Equipment Capex for purposes of determining debt covenant compliance. For purposes of this metric, patient equipment capital expenditure is measured as the value of the patient equipment received during the accounting period without regard to whether the equipment is purchased or financed through lease transactions.

EBITDA, Adjusted EBITDA and Adjusted EBITDA less Patient Equipment Capex should not be considered as measures of financial performance under U.S. GAAP, and the items excluded from EBITDA, Adjusted EBITDA and Adjusted EBITDA less Patient Equipment Capex are significant components in understanding and assessing financial performance. Accordingly, these key business metrics have limitations as an analytical tool. They should not be considered as an alternative to net income or any other performance measures derived in accordance with U.S. GAAP or as an alternative to cash flows from operating activities as a measure of the Company's liquidity.

There is no reliable or reasonably estimable comparable GAAP measure for the Company's non-GAAP financial guidance because the Company is not able to reliably predict the impact of certain items, including equity-based compensation expense, transaction costs, changes in fair value of both the contingent consideration common shares liability and the warrant liability, and other non-recurring expense (income) in full year 2021. As a result, reconciliation of these non-GAAP measures to the most directly comparable GAAP measure is not available without unreasonable effort. In addition, the Company believes such a reconciliation would imply a degree of precision and certainty that could be confusing to investors. The variability of the specified items may have a significant and unpredictable impact on the Company's future GAAP results.

In addition, the Company's non-GAAP financial guidance in this release excludes the impact of any potential additional future strategic acquisitions and any specified items that have not yet been identified and quantified. The guidance also excludes macro-economic effects due to the COVID-19 pandemic that are not yet quantifiable. The financial guidance is subject to risks and uncertainties applicable to all forward-looking statements as described elsewhere in this press release.

ADAPTHEALTH CORP.

Condensed Consolidated Balance Sheets (Unaudited)

September December 30, 31,(in thousands) 2021 2020

AssetsCurrent assets: Cash and cash equivalents $ 336,654 $ 99,962

Accounts receivable 347,515 171,065

Inventory 99,881 58,783

Prepaid and other current assets 39,388 33,441

Total current assets 823,438 363,251

Equipment and other fixed assets, net 341,357 110,468

Operating lease right-of-use assets 148,891 -

Goodwill 3,362,268 998,810

Identifiable intangible assets, net 209,909 116,061

Other assets 12,051 16,483

Deferred tax assets 293,801 208,399

Total Assets $ 5,191,715 $ 1,813,472

Liabilities and Stockholders' EquityCurrent liabilities: Accounts payable and accrued expenses $ 312,355 $ 254,212

Current portion of finance lease obligations 21,672 22,282

Current portion of operating lease obligations 31,015 -

Current portion of long-term debt 20,000 8,146

Contract liabilities 22,252 11,043

Other liabilities 73,369 89,524

Current portion of contingent consideration common 21,402 36,846 shares liability Total current liabilities 502,065 422,053

Long-term debt, less current portion 2,187,373 776,568

Operating lease obligations, less current portion 121,411 -

Other long-term liabilities 314,932 186,470

Contingent consideration common shares liability, 15,025 33,631 less current portion Warrant liability 56,546 113,905

Total Liabilities 3,197,352 1,532,627

Total Stockholders' Equity 1,994,363 280,845

Total Liabilities and Stockholders' Equity $ 5,191,715 $ 1,813,472

ADAPTHEALTH CORP.

Consolidated Statements of Operations (Unaudited)

Three Months Ended

Nine Months Ended

(in thousands, except per share data)September 30,

September 30,

2021

2020

2021

2020

Net revenue$653,293

$284,405

$1,752,429

$707,960

Costs and expenses:Cost of net revenue529,887

240,720

1,417,305

606,768

General and administrative expenses33,006

26,306

132,584

57,745

Depreciation and amortization, excluding patient equipment depreciation14,690

4,120

46,014

6,398

Total costs and expenses577,583

271,146

1,595,903

670,911

Operating income75,710

13,259

156,526

37,049

Interest expense, net24,252

12,406

69,584

27,826

Loss on extinguishment of debt8,240

5,316

20,189

5,316

Change in fair value of contingent consideration common shares liability(10,006

)

25,525

(34,050

)

41,850

Change in fair value of warrant liability(16,737

)

36,912

(57,359

)

72,358

Other (income) loss, net(452

)

-

698

(1,991

)

Income (loss) before income taxes70,413

(66,900

)

157,464

(108,310

)

Income tax expense (benefit)12,147

(4,921

)

22,782

(4,736

)

Net income (loss)58,266

(61,979

)

134,682

(103,574

)

Income (loss) attributable to noncontrolling interests174

(10,944

)

1,449

(22,458

)

Net income (loss) attributable to AdaptHealth Corp.$58,092

$(51,035

)

$133,233

$(81,116

)

Weighted average common shares outstanding - basic131,684

57,372

124,228

47,986

Weighted average common shares outstanding - diluted140,322

57,372

133,638

47,986

Basic net income (loss) per share$0.40

$(0.89

)

$0.97

$(1.69

)

Diluted net income (loss) per share$0.20

$(0.89

)

$0.27

$(1.69

)

ADAPTHEALTH CORP.

Consolidated Statements of Operations (Unaudited)

Three Months Ended Nine Months Ended

(in thousands, September 30, September 30,except per sharedata) 2021 2020 2021 2020

Net revenue $ 653,293 $ 284,405 $ 1,752,429 $ 707,960

Costs and expenses:Cost of net revenue 529,887 240,720 1,417,305 606,768

General and 33,006 26,306 132,584 57,745 administrativeexpensesDepreciation andamortization, 14,690 4,120 46,014 6,398 excluding patientequipmentdepreciationTotal costs and 577,583 271,146 1,595,903 670,911 expensesOperating income 75,710 13,259 156,526 37,049

Interest expense, 24,252 12,406 69,584 27,826 netLoss on 8,240 5,316 20,189 5,316 extinguishment ofdebtChange in fairvalue of contingent (10,006 ) 25,525 (34,050 ) 41,850 considerationcommon sharesliabilityChange in fair (16,737 ) 36,912 (57,359 ) 72,358 value of warrantliabilityOther (income) (452 ) - 698 (1,991 )loss, netIncome (loss) 70,413 (66,900 ) 157,464 (108,310 )before income taxesIncome tax expense 12,147 (4,921 ) 22,782 (4,736 )(benefit)Net income (loss) 58,266 (61,979 ) 134,682 (103,574 )

Income (loss)attributable to 174 (10,944 ) 1,449 (22,458 )noncontrollinginterestsNet income (loss) 58,092 (51,035 ) 133,233 (81,116 )attributable to $ $ $ $AdaptHealth Corp. Weighted average 131,684 57,372 124,228 47,986 common sharesoutstanding - basicWeighted averagecommon shares 140,322 57,372 133,638 47,986 outstanding -diluted Basic net income $ 0.40 $ (0.89 ) $ 0.97 $ (1.69 )(loss) per shareDiluted net income $ 0.20 $ (0.89 ) $ 0.27 $ (1.69 )(loss) per shareADAPTHEALTH CORP.

Consolidated Statements of Cash Flows (Unaudited)

(in thousands)Nine Months Ended September 30,

2021

2020

Cash flows from operating activities:Net income (loss)$134,682

$(103,574)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:Depreciation, including patient equipment depreciation146,476

55,186

Equity-based compensation21,394

10,969

Change in fair value of contingent consideration common shares liability(34,050)

41,850

Change in fair value of warrant liability(57,359)

72,358

Reduction in the carrying amount of operating lease right-of-use assets23,832

-

Deferred income tax expense (income)11,666

(7,590)

Change in fair value of interest rate swaps, net of reclassification adjustment(2,185)

(2,130)

Change in fair value of contingent consideration1,135

(2,900)

Payment of contingent consideration in connection with an acquisition(1,000)

(1,000)

Amortization of intangible assets34,351

2,675

Amortization of deferred financing costs4,069

1,189

Imputed interest expense173

128

Write-off of deferred financing costs4,054

46

Loss on extinguishment of debt from prepayment penalty16,135

5,316

Gain on equity method investment(1,922)

-

Gain on sale of investment-

(591)

Changes in operating assets and liabilities, net of effects from acquisitions:Accounts receivable(25,046)

(19,251)

Inventory3,626

(10,166)

Prepaid and other assets(137)

(1,459)

Operating lease obligations(23,292)

-

Operating liabilities(81,852)

104,231

Net cash provided by operating activities174,750

145,287

Cash flows from investing activities:Payments for business acquisitions, net of cash acquired(1,417,946)

(605,309)

Purchases of equipment and other fixed assets(139,686)

(22,834)

Payments for investments(875)

(1,000)

Proceeds from sale of investment-

2,046

Net cash used in investing activities(1,558,507)

(627,097)

Cash flows from financing activities:Proceeds from borrowings on long-term debt and lines of credit1,165,000

536,275

Repayments on long-term debt and lines of credit(822,271)

(545,584)

Proceeds from the sale of Class A Common Stock and Series A Preferred Stock-

225,000

Proceeds from the issuance of Class A Common Stock278,850

142,600

Proceeds from the issuance of senior unsecured notes1,100,000

350,000

Proceeds from the exercise of warrants-

24,495

Proceeds from the exercise of stock options12,140

-

Repayments of finance lease obligations(31,043)

(29,710)

Payments for equity issuance costs(13,832)

(11,197)

Payments of deferred financing costs(29,185)

(12,879)

Proceeds received in connection with employee stock purchase plan1,016

-

Payments for tax withholdings from equity-based compensation activity(810)

-

Distributions to noncontrolling interests(1,070)

(800)

Payments of contingent consideration in connection with acquisitions(17,200)

(200)

Payments of deferred purchase price in connection with acquisitions(5,011)

(750)

Payments for debt prepayment penalties(16,135)

-

Net cash provided by financing activities1,620,449

677,250

Net increase in cash and cash equivalents236,692

195,440

Cash and cash equivalents at beginning of period99,962

76,878

Cash and cash equivalents at end of period$336,654

$272,318

Non-GAAP Financial Measures

This press release presents AdaptHealth's EBITDA, Adjusted EBITDA and Adjusted EBITDA less Patient Equipment Capex for the three and nine months ended September 30, 2021 and 2020.

AdaptHealth defines EBITDA as net income (loss) attributable to AdaptHealth Corp., plus net income (loss) attributable to noncontrolling interests, interest expense, net, income tax expense (benefit), and depreciation and amortization.

AdaptHealth defines Adjusted EBITDA as EBITDA (as defined above), plus loss on extinguishment of debt, equity-based compensation expense, transaction costs, severance, change in fair value of the contingent consideration common shares liability, change in fair value of the warrant liability, and other non-recurring items of expense (income).

AdaptHealth defines Adjusted EBITDA less Patient Equipment Capex as Adjusted EBITDA (as defined above) less patient equipment acquired during the period without regard to whether the equipment was purchased or financed through lease transactions.

The following unaudited table presents the reconciliation of net income (loss) attributable to AdaptHealth Corp. to EBITDA, Adjusted EBITDA and Adjusted EBITDA less Patient Equipment Capex for the three and nine months ended September 30, 2021 and 2020:

ADAPTHEALTH CORP.

Consolidated Statements of Cash Flows (Unaudited)

Nine Months Ended(in thousands) September 30,

2021 2020

Cash flows from operating activities:Net income (loss) $ 134,682 $ (103,574)

Adjustments to reconcile net income (loss) to netcash provided by operating activities:Depreciation, including patient equipment 146,476 55,186depreciationEquity-based compensation 21,394 10,969

Change in fair value of contingent consideration (34,050) 41,850common shares liabilityChange in fair value of warrant liability (57,359) 72,358

Reduction in the carrying amount of operating lease 23,832 -right-of-use assetsDeferred income tax expense (income) 11,666 (7,590)

Change in fair value of interest rate swaps, net of (2,185) (2,130)reclassification adjustmentChange in fair value of contingent consideration 1,135 (2,900)

Payment of contingent consideration in connection (1,000) (1,000)with an acquisitionAmortization of intangible assets 34,351 2,675

Amortization of deferred financing costs 4,069 1,189

Imputed interest expense 173 128

Write-off of deferred financing costs 4,054 46

Loss on extinguishment of debt from prepayment 16,135 5,316penaltyGain on equity method investment (1,922) -

Gain on sale of investment - (591)

Changes in operating assets and liabilities, net ofeffects from acquisitions:Accounts receivable (25,046) (19,251)

Inventory 3,626 (10,166)

Prepaid and other assets (137) (1,459)

Operating lease obligations (23,292) -

Operating liabilities (81,852) 104,231

Net cash provided by operating activities 174,750 145,287

Cash flows from investing activities:Payments for business acquisitions, net of cash (1,417,946) (605,309)acquiredPurchases of equipment and other fixed assets (139,686) (22,834)

Payments for investments (875) (1,000)

Proceeds from sale of investment - 2,046

Net cash used in investing activities (1,558,507) (627,097)

Cash flows from financing activities:Proceeds from borrowings on long-term debt and 1,165,000 536,275lines of creditRepayments on long-term debt and lines of credit (822,271) (545,584)

Proceeds from the sale of Class A Common Stock and - 225,000Series A Preferred StockProceeds from the issuance of Class A Common Stock 278,850 142,600

Proceeds from the issuance of senior unsecured 1,100,000 350,000notesProceeds from the exercise of warrants - 24,495

Proceeds from the exercise of stock options 12,140 -

Repayments of finance lease obligations (31,043) (29,710)

Payments for equity issuance costs (13,832) (11,197)

Payments of deferred financing costs (29,185) (12,879)

Proceeds received in connection with employee stock 1,016 -purchase planPayments for tax withholdings from equity-based (810) -compensation activityDistributions to noncontrolling interests (1,070) (800)

Payments of contingent consideration in connection (17,200) (200)with acquisitionsPayments of deferred purchase price in connection (5,011) (750)with acquisitionsPayments for debt prepayment penalties (16,135) -

Net cash provided by financing activities 1,620,449 677,250

Net increase in cash and cash equivalents 236,692 195,440

Cash and cash equivalents at beginning of period 99,962 76,878

Cash and cash equivalents at end of period $ 336,654 $ 272,318

Non-GAAP Financial Measures

This press release presents AdaptHealth's EBITDA, Adjusted EBITDA and Adjusted EBITDA less Patient Equipment Capex for the three and nine months ended September 30, 2021 and 2020.

AdaptHealth defines EBITDA as net income (loss) attributable to AdaptHealth Corp., plus net income (loss) attributable to noncontrolling interests, interest expense, net, income tax expense (benefit), and depreciation and amortization.

AdaptHealth defines Adjusted EBITDA as EBITDA (as defined above), plus loss on extinguishment of debt, equity-based compensation expense, transaction costs, severance, change in fair value of the contingent consideration common shares liability, change in fair value of the warrant liability, and other non-recurring items of expense (income).

AdaptHealth defines Adjusted EBITDA less Patient Equipment Capex as Adjusted EBITDA (as defined above) less patient equipment acquired during the period without regard to whether the equipment was purchased or financed through lease transactions.

The following unaudited table presents the reconciliation of net income (loss) attributable to AdaptHealth Corp. to EBITDA, Adjusted EBITDA and Adjusted EBITDA less Patient Equipment Capex for the three and nine months ended September 30, 2021 and 2020:

Three Months Ended Nine Months Ended

(in thousands) September 30, September 30,

2021 2020 2021 2020

Net income (loss) 58,092 (51,035 ) 133,233 (81,116 )attributable to $ $ $ $AdaptHealth Corp.Income (loss)attributable to 174 (10,944 ) 1,449 (22,458 )noncontrollinginterestsInterest expense, net 24,252 12,406 69,584 27,826

Income tax expense 12,147 (4,921 ) 22,782 (4,736 )(benefit)Depreciation andamortization, including 69,828 22,747 180,827 57,861 patient equipmentdepreciationEBITDA 164,493 (31,747 ) 407,875 (22,623 )

Loss on extinguishment 8,240 5,316 20,189 5,316 of debt (a)Equity-based 5,365 5,502 21,394 10,969 compensation expense(b)Transaction costs (c) 4,616 10,213 44,570 16,612

Severance (d) 469 921 2,002 3,245

Change in fair value ofcontingent (10,006 ) 25,525 (34,050 ) 41,850 consideration commonshares liability (e)Change in fair value of (16,737 ) 36,912 (57,359 ) 72,358 warrant liability (f)Other non-recurring (166 ) 518 3,219 (1,473 )expense (income) (g)Adjusted EBITDA 156,274 53,160 407,840 126,254

Less: Patient equipment (50,153 ) (17,248 ) (140,936 ) (42,283 )capex (h)Adjusted EBITDA less $ 106,121 $ 35,912 $ 266,904 $ 83,971 Patient Equipment Capex(a)

Represents write offs of unamortized deferred financing costs related to refinancing of debt and pre-payment penalties for early debt payoff.

(b)

Represents equity-based compensation expense for awards granted to employees and non-employee directors. The higher expense in the 2021 period is due to overall increased equity compensation grant activity in that period, as well as expense resulting from accelerated vesting of certain awards in that period, including accelerated vesting of certain awards in connection with the separation of the Company's former Co-CEO.

(c)

Represents transaction costs related to acquisitions.

(d)

Represents severance costs related to acquisition integration and internal AdaptHealth restructuring and workforce reduction activities.

(e)

Represents a non-cash charge or gain for the change in the estimated fair value of the contingent consideration common shares liability.

(f)

Represents a non-cash charge or gain for the change in the estimated fair value of the warrant liability.

(g)

The 2021 year-to-date period includes $1.9 million of expenses related to legal and other costs associated with the separation of the Company's former Co-CEO, $0.9 million of expenses associated with legal settlements for employee and other matters, $1.6 million of expenses associated with lease terminations, a $1.1 million charge for the increase in the fair value of contingent consideration liabilities related to acquisitions, and $0.1 million of other non-recurring charges, offset by a $1.9 million gain in connection with the consolidation of an equity method investment and a gain of $0.5 million for the receipt of earnout proceeds in connection with the sale of an investment. The 2020 year-to-date period includes $2.9 million of reductions in the fair value of contingent consideration liabilities related to acquisitions, a $0.6 million gain in connection with the sale of an investment, offset by a $1.5 million expense related to a transition services agreement executed in connection with an acquisition completed in 2020, and $0.5 million of other non-recurring expenses.

(h)

Represents the value of the patient equipment obtained during the respective period without regard to whether the equipment is purchased or financed through lease transactions.

View source version on businesswire.com: https://www.businesswire.com/news/home/20211104005568/en/

CONTACT: AdaptHealth Corp. Jason Clemens, CFA Chief Financial Officer jclemens@adapthealth.com

CONTACT: Anton Hie Vice President, Investor Relations (615) 887-4012 anton.hie@adapthealth.com

CONTACT: The Equity Group Inc. Devin Sullivan Senior Vice President (212) 836-9608 dsullivan@equityny.com

CONTACT: Kalle Ahl, CFA Vice President (212) 836-9614 kahl@equityny.com