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FH 7.10]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2026
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 001-38399
AdaptHealth Corp.
(Exact name of registrant as specified in its charter)
| | | | | |
| Delaware | 82-3677704 |
| (State of Other Jurisdiction of incorporation or Organization) | (I.R.S. Employer Identification No.) |
| |
555 East North Lane, Suite 5075, Conshohocken, Pennsylvania | 19428 |
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: (610) 424-4515
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of Each Class | | Trading Symbol(s) | | Name Of Each Exchange On Which Registered |
| Common Stock, par value $0.0001 per share | | AHCO | | The Nasdaq Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.0405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | |
Large accelerated filer x | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o |
| | | Emerging growth company o |
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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of May 1, 2026, there were 136,054,152 shares of the Registrant’s Common Stock issued and outstanding.
ADAPTHEALTH CORP.
FORM 10-Q
TABLE OF CONTENTS
CAUTIONARY STATEMENT
In this Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I Item 2, and the documents incorporated by reference herein, we make forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for our business. These statements may be preceded by, followed by or include the words “may,” “might,” “will,” “will likely result,” “should,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “continue,” “target” or similar expressions.
These forward-looking statements are based on information available to us as of the date they were made, and involve a number of risks and uncertainties which may cause them to turn out to be wrong. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:
•competition and the ability of our business to grow and manage profitable growth;
•fluctuations in the U.S. and/or global stock markets;
•the possibility that we may be adversely affected by other economic, business, and/or competitive factors;
•changes in applicable laws or regulations;
•failure to consummate or realize the expected benefits of acquisitions; and
•other risks and uncertainties set forth in this Form 10-Q.
Investors should carefully consider the foregoing factors and the other risks and uncertainties that may affect our business including those outlined under Item 1A, Risk Factors, in our most recent annual report on Form 10-K and our quarterly reports on Form 10-Q.
PART I – FINANCIAL INFORMATION
Item 1. Interim Consolidated Financial Statements
ADAPTHEALTH CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED) | | | | | | | | | | | |
| March 31, 2026 | | December 31, 2025 |
| Assets | | | |
| Current assets: | | | |
| Cash | $ | 47,964 | | | $ | 106,136 | |
| Accounts receivable | 391,966 | | | 370,897 | |
| Inventory | 159,269 | | | 151,247 | |
| Prepaid and other current assets | 88,277 | | | 100,619 | |
| Total current assets | 687,476 | | | 728,899 | |
| Equipment and other fixed assets, net | 622,185 | | | 509,956 | |
| Operating lease right-of-use assets | 122,972 | | | 111,968 | |
| Finance lease right-of-use assets | 49,918 | | | 52,300 | |
| Goodwill | 2,567,365 | | | 2,541,428 | |
| Identifiable intangible assets, net | 80,232 | | | 85,121 | |
| Deferred income taxes, net | 275,061 | | | 267,786 | |
| Other assets | 18,798 | | | 19,119 | |
| Total Assets | $ | 4,424,007 | | | $ | 4,316,577 | |
| Liabilities and Stockholders' Equity | | | |
| Current liabilities: | | | |
| Accounts payable and accrued expenses | $ | 601,392 | | | $ | 553,700 | |
| Current portion of long-term debt | 24,375 | | | 20,313 | |
| Current portion of operating lease obligations | 34,035 | | | 30,728 | |
| Current portion of finance lease obligations | 19,863 | | | 17,702 | |
| Contract liabilities | 59,729 | | | 59,843 | |
| Other liabilities | 3,893 | | | 30,106 | |
| Total current liabilities | 743,287 | | | 712,392 | |
| Long-term debt, less current portion | 1,798,902 | | | 1,715,983 | |
| Operating lease obligations, less current portion | 93,528 | | | 85,470 | |
| Finance lease obligations, less current portion | 30,004 | | | 32,604 | |
| Other long-term liabilities | 243,805 | | | 243,804 | |
| Total Liabilities | 2,909,526 | | | 2,790,253 | |
Commitments and contingencies (note 15) | | | |
| Stockholders' Equity: | | | |
Common Stock, par value of $0.0001 per share, 300,000,000 shares authorized; 136,013,322 and 135,450,364 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | 14 | | | 13 | |
Preferred Stock, par value of $0.0001 per share, 5,000,000 shares authorized; 124,060 shares issued and outstanding as of March 31, 2026 and December 31, 2025 | 1 | | | 1 | |
Treasury stock, at cost (2,935,035 shares at March 31, 2026 and December 31, 2025) | (25,548) | | | (25,548) | |
| Additional paid-in capital | 2,181,619 | | | 2,176,990 | |
| Accumulated deficit | (649,012) | | | (632,972) | |
| Accumulated other comprehensive income | — | | | 78 | |
| Total stockholders' equity attributable to AdaptHealth Corp. | 1,507,074 | | | 1,518,562 | |
| Noncontrolling interest in subsidiary | 7,407 | | | 7,762 | |
| Total Stockholders' Equity | 1,514,481 | | | 1,526,324 | |
| Total Liabilities and Stockholders' Equity | $ | 4,424,007 | | | $ | 4,316,577 | |
See accompanying notes to unaudited interim consolidated financial statements.
ADAPTHEALTH CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED) | | | | | | | | | | | | | | |
| | Three Months Ended March 31, |
| | 2026 | | 2025 |
| Net revenue | | $ | 819,799 | | $ | 777,882 |
| Costs and expenses: | | | | |
| Cost of net revenue | | 708,298 | | 657,444 |
| General and administrative expenses | | 95,908 | | 86,854 |
| Depreciation and amortization, excluding patient equipment depreciation | | 10,104 | | 10,414 |
| Total costs and expenses | | 814,310 | | 754,712 |
| Operating income | | 5,489 | | 23,170 |
| Interest expense, net | | 25,594 | | 28,399 |
| Loss before income taxes | | (20,105) | | (5,229) |
| Income tax (benefit) expense | | (5,232) | | 850 |
| Net loss | | (14,873) | | (6,079) |
| Income attributable to noncontrolling interest | | 1,167 | | 1,128 |
| Net loss attributable to AdaptHealth Corp. | | $ | (16,040) | | $ | (7,207) |
| | | | |
| Weighted average common shares outstanding - basic | | 135,779 | | 134,799 |
| Weighted average common shares outstanding - diluted | | 135,779 | | 134,799 |
| | | | |
| Basic net loss per share (note 12) | | $ | (0.12) | | $ | (0.05) |
| Diluted net loss per share (note 12) | | $ | (0.12) | | $ | (0.05) |
See accompanying notes to unaudited interim consolidated financial statements.
ADAPTHEALTH CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(IN THOUSANDS)
(UNAUDITED)
| | | | | | | | | | | |
| Three Months Ended March 31, |
| 2026 | | 2025 |
| Net loss | $ | (14,873) | | $ | (6,079) |
| Other comprehensive income (loss): | | | |
| Change in fair value of interest rate swaps, inclusive of reclassification adjustment, net of tax | (78) | | (675) |
| Comprehensive loss | (14,951) | | (6,754) |
| | | |
| Income attributable to noncontrolling interest | 1,167 | | 1,128 |
| Comprehensive loss attributable to AdaptHealth Corp. | $ | (16,118) | | $ | (7,882) |
See accompanying notes to unaudited interim consolidated financial statements.
ADAPTHEALTH CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(IN THOUSANDS)
(UNAUDITED)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock | | Preferred Stock | | Treasury Stock | | Additional paid-in capital | | Accumulated deficit | | Accumulated other comprehensive income | | Noncontrolling interest in subsidiary | | Total |
| Shares | | Amount | | Shares | | Amount | | Shares | | Amount | | | | | |
| Balance, December 31, 2025 | 135,450 | | $ | 13 | | | 124 | | $ | 1 | | | 2,935 | | $ | (25,548) | | | $ | 2,176,990 | | | $ | (632,972) | | | $ | 78 | | | $ | 7,762 | | | $ | 1,526,324 | |
| Equity-based compensation | 485 | | 1 | | | — | | — | | | — | | — | | | 6,532 | | | — | | | — | | | — | | | 6,533 | |
| Exercise of stock options | 31 | | — | | | — | | — | | | — | | — | | | — | | | — | | | — | | | — | | | — | |
| Payments for tax withholdings from vesting of restricted stock units and stock option exercises | — | | — | | | — | | — | | | — | | — | | | (2,367) | | | — | | | — | | | — | | | (2,367) | |
| Common Stock issued in connection with employee stock purchase plan | 47 | | — | | | — | | — | | | — | | — | | | 464 | | | — | | | — | | | — | | | 464 | |
| Distribution to non-controlling interest | — | | — | | | — | | — | | | — | | — | | | — | | | — | | | — | | | (1,522) | | | (1,522) | |
| Net (loss) income | — | | — | | | — | | — | | | — | | — | | | — | | | (16,040) | | | — | | | 1,167 | | | (14,873) | |
| Change in fair value of interest rate swaps, inclusive of reclassification adjustment, net of tax | — | | — | | | — | | — | | | — | | — | | | — | | | — | | | (78) | | | — | | | (78) | |
| Balance, March 31, 2026 | 136,013 | | $ | 14 | | | 124 | | $ | 1 | | | 2,935 | | $ | (25,548) | | | $ | 2,181,619 | | | $ | (649,012) | | | $ | — | | | $ | 7,407 | | | $ | 1,514,481 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock | | Preferred Stock | | Treasury Stock | | Additional paid-in capital | | Accumulated deficit | | Accumulated other comprehensive income | | Noncontrolling interest in subsidiary | | Total |
| Shares | | Amount | | Shares | | Amount | | Shares | | Amount | | | | | |
| Balance, December 31, 2024 | 134,602 | | $ | 13 | | | 124 | | $ | 1 | | | 2,935 | | $ | (25,548) | | | $ | 2,156,604 | | | $ | (562,178) | | | $ | 2,253 | | | $ | 6,973 | | | $ | 1,578,118 | |
| Equity-based compensation | 280 | | — | | | — | | — | | | — | | — | | | 5,296 | | | — | | | — | | | — | | | 5,296 | |
| Payments for tax withholdings from vesting of restricted stock units | — | | — | | | — | | — | | | — | | — | | | (1,324) | | | — | | | — | | | — | | | (1,324) | |
| Common Stock issued in connection with employee stock purchase plan | 59 | | | — | | | — | | — | | | — | | — | | | 564 | | | — | | | — | | | — | | | 564 | |
| Distribution to non-controlling interest | — | | | — | | | — | | — | | | — | | — | | | — | | | — | | | — | | | (2,046) | | | (2,046) | |
| Net (loss) income | — | | | — | | | — | | — | | | — | | — | | | — | | | (7,207) | | | — | | | 1,128 | | | (6,079) | |
| Change in fair value of interest rate swaps, inclusive of reclassification adjustment, net of tax | — | | | — | | | — | | — | | | — | | | — | | | — | | | — | | | (675) | | | — | | | (675) | |
| Balance, March 31, 2025 | 134,941 | | $ | 13 | | | 124 | | $ | 1 | | | 2,935 | | $ | (25,548) | | | $ | 2,161,140 | | | $ | (569,385) | | | $ | 1,578 | | | $ | 6,055 | | | $ | 1,573,854 | |
See accompanying notes to unaudited interim consolidated financial statements.
ADAPTHEALTH CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED) | | | | | | | | | | | |
| Three Months Ended March 31, |
| 2026 | | 2025 |
| Cash flows from operating activities: | | | |
| Net loss | $ | (14,873) | | | $ | (6,079) | |
| Adjustments to reconcile net loss to net cash provided by operating activities: | | | |
| Depreciation and amortization, including patient equipment depreciation | 106,469 | | | 94,345 | |
| Equity-based compensation | 6,532 | | | 5,296 | |
| Reduction in the carrying amount of operating lease right-of-use assets | 10,659 | | | 7,490 | |
| Reduction in the carrying amount of finance lease right-of-use assets | 5,046 | | | 3,374 | |
| Deferred income tax benefit | (5,600) | | | (776) | |
| Amortization of deferred financing costs | 1,186 | | | 1,283 | |
| Writeoff of fixed assets | 691 | | | — | |
| Other | (786) | | | — | |
| Changes in operating assets and liabilities, net of effects from acquisitions: | | | |
| Accounts receivable | (21,069) | | | (15,429) | |
| Inventory | (7,751) | | | 9,159 | |
| Prepaid and other assets | 11,913 | | | 194 | |
| Operating lease obligations | (10,298) | | | (7,861) | |
| Operating liabilities | 11,603 | | | 4,531 | |
| Net cash provided by operating activities | 93,722 | | | 95,527 | |
| Cash flows from investing activities: | | | |
| Purchases of equipment and other fixed assets | (121,212) | | | (95,585) | |
| Payments for business acquisitions | (84,683) | | | — | |
| Proceeds from the sale of assets | 1,439 | | | — | |
| Net cash used in investing activities | (204,456) | | | (95,585) | |
| Cash flows from financing activities: | | | |
| Proceeds from borrowings on lines of credit | 100,000 | | | — | |
| Repayments on long-term debt and lines of credit | (14,063) | | | (25,000) | |
| Repayments of finance lease obligations | (3,104) | | | (3,221) | |
| Proceeds received in connection with employee stock purchase plan | 464 | | | 564 | |
| Payments relating to the Tax Receivable Agreement | (26,846) | | | (25,012) | |
| Distributions to noncontrolling interests | (1,522) | | | (2,046) | |
| Payments for tax withholdings from vesting of restricted stock units | (2,367) | | | (1,324) | |
| Net cash provided by (used in) financing activities | 52,562 | | | (56,039) | |
| Net decrease in cash | (58,172) | | | (56,097) | |
| Cash at beginning of period | 106,136 | | | 109,747 | |
| Cash at end of period | $ | 47,964 | | | $ | 53,650 | |
| | | |
| Supplemental disclosures: | | | |
| Cash paid for interest | $ | 43,080 | | | $ | 45,969 | |
| Cash (refunded) paid for income taxes | (12,287) | | | 42 | |
| | | |
| Noncash investing and financing activities: | | | |
| Unpaid equipment and other fixed asset purchases at end of period | $ | 102,503 | | | $ | 58,250 | |
| Assets subject to operating lease obligations | 19,441 | | | 3,483 | |
| Operating lease obligations | (19,441) | | | (3,483) | |
| Write-off of assets subject to operating lease obligations | (450) | | | (2,232) | |
| Write-off of operating lease obligations | 450 | | | 2,232 | |
| Assets subject to finance lease obligations | 3,157 | | | 7,388 | |
| Finance lease obligations | (3,157) | | | (7,388) | |
| Write-off of assets subject to finance lease obligations | (492) | | | (678) | |
| Write-off of finance lease obligations | 492 | | | 678 | |
See accompanying notes to unaudited interim consolidated financial statements.
ADAPTHEALTH CORP. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Unaudited)
(1) General Information
AdaptHealth Corp. and subsidiaries ("AdaptHealth" or "the Company") is a national leader in providing patient-centered, healthcare-at-home solutions including home medical equipment ("HME"), medical supplies, and related services. AdaptHealth services beneficiaries of Medicare, Medicaid and commercial insurance payors. The Company operates under four reportable segments that align with its product categories: (i) Sleep Health, (ii) Respiratory Health, (iii) Diabetes Health, and (iv) Wellness at Home. The Sleep Health segment provides sleep therapy equipment, supplies and related services (including continuous positive airway pressure and BiLevel services) to individuals for the treatment of obstructive sleep apnea. The Respiratory Health segment provides oxygen and home mechanical ventilation equipment and supplies and related chronic therapy services to individuals for the treatment of respiratory diseases, such as chronic obstructive pulmonary disease and chronic respiratory failure. The Diabetes Health segment provides medical devices, including continuous glucose monitors ("CGM") and insulin pumps, and related services to patients for the treatment of diabetes. The Wellness at Home segment provides home medical equipment and services to patients in their homes including those who have been discharged from acute care and other facilities. The segment tailors a service model to patients who are adjusting to new lifestyles or navigating complex disease states by providing essential medical supplies and durable medical equipment.
The interim consolidated financial statements are unaudited, but reflect all normal recurring adjustments that are, in the opinion of management, necessary to fairly present the information set forth herein. The interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Interim results are not necessarily indicative of the results for a full year.
There have been no material changes in the Company’s significant accounting policies as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
(a) Basis of Presentation
The interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). In the opinion of management, the interim consolidated financial statements include all necessary adjustments for a fair presentation of the financial position and results of operations for the periods presented.
(b) Basis of Consolidation
The accompanying interim consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
(c) Business Segments
Operating segments are defined as components of a public entity for which discrete financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”) for purposes of allocating resources and evaluating financial performance. The Company’s CODM is its Chief Executive Officer. The Company is organized under four reportable segments that align to the Company’s product categories: Sleep Health, Respiratory Health, Diabetes Health, and Wellness at Home. See Note 5, Segment Information, for more information on the Company’s segments.
(d) Concentration of Credit Risk
Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and trade accounts receivable. The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash.
ADAPTHEALTH CORP. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Unaudited) (Continued)
(e) Accounting Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and reported amounts of revenues and expenses during the reporting period. Management bases these estimates and assumptions upon historical experience, existing and known circumstances, authoritative accounting pronouncements and other factors that management believes to be reasonable. Significant areas requiring the use of management estimates relate to revenue recognition and the valuation of accounts receivable (implicit price concession), income taxes and the tax receivable agreement, equity-based compensation, long-lived assets, including goodwill and identifiable intangible assets, business combinations and contingencies. Actual results could differ from those estimates.
(f) Business Combinations
The Company applies the acquisition method of accounting for business acquisitions. The results of operations of the businesses acquired by the Company are included as of the respective acquisition date. The acquisition-date fair value of the consideration transferred, including the fair value of any contingent consideration, is allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. To the extent the acquisition-date fair value of the consideration transferred exceeds the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed, such excess is allocated to goodwill. Upon initial recognition, the Company allocates goodwill to reportable units based on the reportable unit expected to benefit from the business combination. Patient relationships, medical records and patient lists are not reported as separate intangible assets due to regulatory requirements and lack of contractual agreements but are part of goodwill. Customer-related relationships are not reported as separate intangible assets but are part of goodwill as authorizing physicians are under no obligation to refer the Company’s services to their patients, who are free to change physicians and service providers at any time. The Company may adjust the preliminary purchase price allocation, as necessary, as it obtains more information regarding asset valuations and liabilities assumed that existed but were not available at the acquisition date, which is generally up to one year after the acquisition closing date. Acquisition related expenses are recognized separately from the business combination and are expensed as incurred.
(g) Recoverability of Goodwill
The Company has a significant amount of goodwill on its balance sheet that resulted from the business acquisitions the Company has made. Goodwill is not amortized, rather, it is assessed at the reporting unit level for impairment annually and also upon the occurrence of a triggering event or change in circumstances indicating that the carrying value of goodwill may be impaired. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such triggering events potentially warranting an annual or interim goodwill impairment assessment include, among other factors, declines in historical or projected reporting unit revenue, operating results or cash flows, and sustained decreases in the Company’s stock price or market capitalization. Such changes in circumstance can include, among others, changes in the legal environment, reimbursement environment, operating performance, and/or future prospects. In addition, if applicable, a goodwill impairment test is also performed immediately before and after a reorganization of the Company’s reporting structure when the reorganization would affect the composition of one or more of the Company’s reporting units.
The Company performs its annual impairment assessment of goodwill during the fourth quarter of each year. The impairment assessment can be performed on either a qualitative or quantitative basis. The Company first assesses qualitative factors to determine whether it is necessary to perform a quantitative goodwill impairment test. Under the qualitative assessment, the Company is not required to calculate the fair value of a reporting unit unless the Company determines that it is more likely than not that its fair value is less than its carrying amount. If determined necessary, the Company applies the quantitative impairment test to identify and measure the amount of impairment, if any, by comparing the fair value of a reporting unit to its carrying amount, including goodwill. If under the quantitative test the fair value of a reporting unit is less than its carrying amount, then the amount of the impairment loss, if any, is determined based on the amount by which the carrying amount exceeds the fair value up to the total value of goodwill assigned to the reporting unit.
Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors, such as estimates of a reporting unit's fair value, and judgment about impairment triggering events. Fair values of the reporting units are estimated using a weighted methodology considering the output from both the income and market approaches. The income approach incorporates the use of a discounted cash flow (“DCF”) analysis. A number of significant
ADAPTHEALTH CORP. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Unaudited) (Continued)
assumptions and estimates are involved in the application of the DCF model to forecast operating cash flows, including revenue growth rates and discount rates. Several of these assumptions could vary among reporting units. The market approach is performed using the Guideline Public Companies method which is based on earnings multiple data. The Company performs a reconciliation between its market capitalization and its estimate of the aggregate fair value of the reporting units, including consideration of an estimated control premium. As a result, there can be no assurance that the estimates and assumptions made for purposes of the annual or interim goodwill impairment test will prove to be accurate predictions of the future.
(h) Gain or Loss on Disposals
From time to time, the Company may sell individual businesses when doing so aligns with its strategic priorities. When a business is sold, goodwill along with identified tangible and intangible assets and liabilities are netted against the sales proceeds to determine the associated gain or loss on disposal. Goodwill is allocated to the disposed business using the relative fair value of the disposed business to the associated reporting unit in which it was included. These transactions may include potential future payments that are contingent upon the achievement of certain conditions. The Company recognizes these future payments at the settlement amount as a gain when the condition for achievement is satisfied and the amounts are realized or realizable.
(i) Long-Lived Assets
The Company’s long-lived assets, such as equipment and other fixed assets, operating lease right-of-use assets, finance lease right-of-use assets and definite-lived identifiable intangible assets, are assessed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. The Company's tangible long-lived assets are located within the U.S.
Definite-lived identifiable intangible assets consist of tradenames and payor contracts. These assets are amortized using the straight-line method over their estimated useful lives, which reflects the pattern in which the economic benefits of the assets are expected to be consumed. In addition to consideration of impairment upon the events or changes in circumstances described above, management regularly evaluates the remaining useful lives of its long-lived assets. The following table summarizes the useful lives of the Company’s identifiable intangible assets:
| | | | | |
| Tradenames | 5 to 10 years |
| Payor contracts | 10 years |
The Company did not recognize any impairment charges on long-lived assets for the three months ended March 31, 2026 and 2025.
(j) Equity-based Compensation
The Company accounts for its equity-based compensation in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 718, Compensation - Stock Compensation, which establishes accounting for share-based awards exchanged for employee services and requires companies to expense the estimated fair value of these awards over the requisite employee service period. Equity-based compensation expense related to these grants is included within general and administrative expenses and cost of net revenue in the accompanying consolidated statements of operations. The Company measures and recognizes equity-based compensation expense for such awards based on their estimated fair values on the date of grant. For share-based awards with service only or service and performance conditions, the value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service period in the Company’s consolidated financial statements. For share-based awards with only a service condition, equity-based compensation expense is recognized on a straight-line basis over the requisite service period. For awards with performance conditions, equity-based compensation expense is recognized straight-line on a tranche-by-tranche basis over the employees’ requisite service period subject to management’s estimation of the probability of vesting of such awards. If management determines that the performance conditions are no longer probable of achievement, the Company will reverse
ADAPTHEALTH CORP. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Unaudited) (Continued)
the previously recognized equity-based compensation expense in the period of determination. For awards with market conditions, the grant-date fair value is estimated using a monte-carlo simulation analysis, which is recognized straight-line on a tranche-by-tranche basis over the employees’ requisite service period regardless of whether or the extent to which the awards ultimately vest. The Company does not estimate forfeitures in connection with its accounting for equity-based compensation, and instead accounts for forfeitures as they occur. See Note 11, Stockholders’ Equity, for additional information regarding the Company’s equity-based compensation expense.
(k) Accounting for Leases
The Company accounts for its leases in accordance with FASB ASC Topic 842, Leases ("ASC 842"). ASC 842 requires the Company to recognize a lease liability, which represents the discounted obligation to make future minimum lease payments, and a corresponding right-of-use ("ROU") asset on its consolidated balance sheet for most leases, and disclose key information about leasing arrangements. ASC 842 applies to a number of arrangements to which the Company is a party.
Generally, upon the commencement of a lease, the Company will record a lease liability and a ROU asset. However, the Company has elected, for all underlying leases with initial terms of twelve months or less (known as short-term leases), to not recognize a lease liability or ROU asset. Lease liabilities are initially recorded at lease commencement as the present value of future lease payments. ROU assets are initially recorded at lease commencement as the initial amount of the lease liability, together with the following, if applicable: (i) initial direct costs incurred by the lessee and (ii) lease payments made to the lessor net of lease incentives received, prior to lease commencement.
Over the lease term, the Company generally increases its lease liabilities using the effective interest method and decreases its lease liabilities for lease payments made. For finance leases, amortization and interest expense are recognized separately in the consolidated statements of operations, with amortization expense generally recorded on a straight-line basis over the lease term and interest expense recorded using the effective interest method. For operating leases, a single lease cost is generally recognized in the consolidated statements of operations on a straight-line basis over the lease term unless an impairment has been recorded with respect to a leased asset. Lease costs for short-term leases not recognized in the consolidated balance sheets are recognized in the consolidated statements of operations on a straight-line basis over the lease term. Variable lease costs not initially included in the lease liability and ROU asset impairment charges are expensed as incurred. ROU assets are assessed for impairment, similar to other long-lived assets.
See Note 13, Leases, for additional information.
(l) Recently Adopted Accounting Pronouncements
In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments provide a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets. The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The Company adopted this standard during the first quarter of 2026, which did not have a material impact on its consolidated financial statements or disclosures.
(m) Recently Issued Accounting Pronouncements Not Yet Adopted
In September 2025, the FASB issued Accounting Standards Update (ASU) No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This amendment modernizes the accounting for internal-use software costs by increasing the operability of the recognition guidance considering different methods of software development related to accounting for internal-use software costs. The amendment is effective for annual periods beginning after December 15, 2027, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact that this standard will have on its consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires new financial statement disclosures in tabular format, in the notes to the financial statements, of specified information about certain costs and expenses. This ASU will be effective
ADAPTHEALTH CORP. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Unaudited) (Continued)
for annual periods beginning after December 15, 2026. Early adoption is permitted and is effective on either a prospective basis or retrospective basis. The Company is currently evaluating the impact that this standard will have on its consolidated financial statements and related disclosures.
In March 2024, the SEC issued its final climate disclosure rule, which requires registrants to provide climate-related disclosures in their annual reports and registration statements. The new disclosure requirements would have been effective for the Company beginning with its annual report for the year ending December 31, 2025. In April 2024, the SEC stayed its final climate rule to allow for a judicial review of pending legal challenges, and in March 2025, the SEC voted to end its defense of the rules and withdrew from the litigation. The Company is currently monitoring developments with respect to these rules, including whether they will become effective.
(2) Revenue Recognition and Accounts Receivable
Revenue Recognition
The Company generates revenues for services and related products that the Company provides to patients for home medical equipment, related supplies, and other items. The Company’s revenues are recognized in the period in which services and related products are provided to customers and are recorded either at a point in time for the sale of supplies and consumables, over the fixed monthly service period for equipment, or in the month in which eligible members are entitled to receive healthcare services in connection with at-risk capitation arrangements.
Revenues are recognized when control of the promised good or service is transferred to customers, in an amount that reflects the consideration the Company expects to receive from patients or under reimbursement arrangements with Medicare, Medicaid and third-party payors, in exchange for those goods and services.
The Company determines the transaction price based on contractually agreed-upon amounts or rates, referred to as explicit price concessions, adjusted for estimates of variable consideration, such as implicit price concessions, based on historical reimbursement experience. The Company utilizes the expected value method to determine the amount of variable consideration, including implicit and explicit price concessions, that should be included to arrive at the transaction price, using contractual agreements and historical reimbursement experience. The Company applies a constraint to the transaction price, such that net revenue is recorded only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in the future. If actual amounts of consideration ultimately received differ from the Company’s estimates, the Company adjusts these estimates, which would affect net revenue in the period such adjustments become known.
Sales revenue is recognized upon transfer of control of products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. Revenues for the sale of sleep therapy equipment supplies (including positive airway pressure ("PAP") resupply products), home medical equipment and related supplies (including wheelchairs, hospital beds and infusion pumps), diabetic medical devices and supplies (including CGM and insulin pumps), and other HME products and supplies are recognized when control of the promised good or service is transferred to customers, which is generally upon shipment for direct to consumer medical devices and supplies and upon delivery to the home for home medical equipment.
The Company provides certain equipment to patients which is reimbursed periodically in fixed monthly payments for as long as the patient is using the equipment and medical necessity continues (in certain cases, the fixed monthly payments are capped at a certain amount). The equipment provided to the patient is based upon medical necessity as documented by prescriptions and other documentation received from the patient’s physician. The patient generally does not select the manufacturer or model of the equipment prescribed by their physician and delivered by the Company. Once initial delivery of this equipment is made to the patient for initial setup, a monthly billing process is established based on the initial setup service date. The Company recognizes the fixed monthly revenue ratably over the service period as earned, less estimated adjustments, and defers revenue for the portion of the monthly bill that is unearned. No separate revenue is earned from the initial setup process. Included in fixed monthly revenue are unbilled amounts for which the revenue recognition criteria had been met as of period-end but were not yet billed to the payor. The estimate of net unbilled fixed monthly revenue recognized is based on historical trends and estimates of future collectability.
ADAPTHEALTH CORP. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Unaudited) (Continued)
The Company receives a per member per month (“PMPM”) fee under certain at-risk capitation arrangements, which refers to a model in which the Company receives a PMPM fee from the third-party payor, and is responsible for managing a range of healthcare services and associated costs of its members. In at-risk capitation arrangements, the Company is responsible for the cost of contracted healthcare services required by those members in accordance with the terms of each agreement. Capitated revenue contracts with payors are generally multi-year arrangements and have a single monthly stand ready performance obligation to provide all aspects of necessary medical care to members for the contracted period in accordance with the scope of the agreements. The Company recognizes revenue in the month in which eligible members are entitled to receive healthcare services during the contract term.
The Company’s billing system contains payor-specific price tables that reflect the fee schedule amounts in effect or contractually agreed upon by various government and commercial insurance payors for each item of equipment or supply provided to a customer. Revenues are recorded based on the applicable fee schedule. The Company has established a contractual allowance, referred to as an explicit price concession, to account for adjustments that result from differences between the payment amount received and the expected realizable amount. If the payment amount received differs from the net realizable amount, an adjustment is recorded to revenues in the period that these payment differences are determined. The Company reports revenues in its consolidated financial statements net of such adjustments.
The Company recognizes revenue in the consolidated statements of operations and contract assets on the consolidated balance sheets only when services have been provided. Since the Company has performed its obligation under the contract, it has unconditional rights to the consideration recorded as contract assets and therefore classifies those billed and unbilled contract assets as accounts receivable.
Fixed monthly payments that the Company receives from customers in advance of providing services represent contract liabilities. Such payments primarily relate to patients who are billed monthly in advance and are recognized over the period as earned.
The Company disaggregates net revenue from contracts with customers by payor type and by segment. The Company believes that disaggregation of net revenue into these categories depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The payment terms and conditions within the Company’s revenue-generating contracts vary by payor type and payor source. All of the Company's net revenues are derived from within the U.S.
The composition of net revenue by payor type for the three months ended March 31, 2026 and 2025 are as follows (in thousands):
| | | | | | | | | | | |
| Three Months Ended March 31, |
| 2026 | | 2025 |
| Insurance | $ | 482,442 | | | $ | 454,227 | |
| Government | 205,477 | | | 197,411 | |
| Patient pay | 131,880 | | | 126,244 | |
| Net revenue | $ | 819,799 | | | $ | 777,882 | |
ADAPTHEALTH CORP. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Unaudited) (Continued)
The composition of net revenue by segment for the three months ended March 31, 2026 and 2025 are as follows (in thousands):
| | | | | | | | | | | |
| Three Months Ended March 31, |
| 2026 | | 2025 |
| Net sales revenue: | | | |
| Sleep Health | $ | 251,753 | | | $ | 241,171 | |
| Respiratory Health | 8,257 | | | 8,261 | |
| Diabetes Health | 136,622 | | | 134,386 | |
| Wellness at Home | 75,812 | | | 111,704 | |
| Total net sales revenue | $ | 472,444 | | | $ | 495,522 | |
| | | |
| Net revenue from fixed monthly equipment reimbursements: | | | |
| Sleep Health | $ | 81,624 | | | $ | 67,541 | |
| Respiratory Health | 146,759 | | | 142,174 | |
| Diabetes Health | 3,574 | | | 2,834 | |
| Wellness at Home | 40,471 | | | 36,986 | |
| Total net revenue from fixed monthly equipment reimbursements | $ | 272,428 | | | $ | 249,535 | |
| | | |
| Net revenue from capitated revenue arrangements: | | | |
| Sleep Health | $ | 25,118 | | | $ | 7,639 | |
| Respiratory Health | 23,124 | | | 15,046 | |
| Diabetes Health | 1,970 | | | 1,624 | |
| Wellness at Home | 24,715 | | | 8,516 | |
| Total net revenue from capitated revenue arrangements | $ | 74,927 | | | $ | 32,825 | |
| | | |
| Total net revenue: | | | |
| Sleep Health | $ | 358,495 | | | $ | 316,351 | |
| Respiratory Health | 178,140 | | | 165,481 | |
| Diabetes Health | 142,166 | | | 138,844 | |
| Wellness at Home | 140,998 | | | 157,206 | |
| Total net revenue | $ | 819,799 | | | $ | 777,882 | |
Accounts Receivable
Due to the continuing changes in the healthcare industry and third-party reimbursement environment, certain estimates are required to record accounts receivable at their net realizable values. Inherent in these estimates is the risk that they will have to be revised or updated as additional information becomes available. The complexity of third-party billing arrangements and laws and regulations governing Medicare and Medicaid may result in adjustments to amounts originally recorded.
The Company performs a periodic analysis to review the valuation of accounts receivable and collectability of outstanding balances. Management’s evaluation takes into consideration such factors as historical cash collections experience, business and economic conditions, trends in healthcare coverage, other collection indicators and information about specific receivables. The Company’s evaluation also considers the age and composition of the outstanding amounts in determining their estimated net realizable value.
ADAPTHEALTH CORP. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Unaudited) (Continued)
Receivables are considered past due when not collected by established due dates. Specific patient balances are written off after collection efforts have been followed and the account has been determined to be uncollectible. Revisions in receivable estimates are considered implicit price concession adjustments and are recognized as an adjustment to net revenue in the period of revision. The Company does not have any material bad debt expense.
Included in accounts receivable are earned but unbilled accounts receivable. Billing delays, ranging from several days to several weeks, can occur due to the Company’s policy of compiling required payor specific documentation prior to billing for its services rendered. As of March 31, 2026 and December 31, 2025, the Company’s unbilled accounts receivable was $61.5 million and $44.7 million, respectively.
(3) Acquisitions
The Company’s acquisitions are accounted for using the acquisition method pursuant to the requirements of FASB ASC Topic 805, Business Combinations ("ASC 805"), and are included in the Company’s consolidated financial statements since the respective acquisition date. See Note 1, General Information - Business Combinations, for more information on the Company's use of the acquisition method of accounting for business acquisitions.
During the three months ended March 31, 2026, the Company acquired certain assets from a previous provider in two separate transactions solely to facilitate the transition and servicing of the patients related to a newly awarded at-risk capitated contract which was earned organically. These transactions were accounted for as business combinations under ASC 805. The goodwill generated from these transactions is attributable to the operating efficiencies and expanded infrastructure needed to transition and serve the patients related to the newly awarded at-risk capitated contract. The goodwill recorded during the three months ended March 31, 2026 is expected to be deductible for tax purposes. The total consideration paid for these transactions consisted of cash payments of $84.7 million.
The Company allocated the consideration paid to the net assets acquired based on their estimated acquisition date fair values. Based upon management’s evaluation, the consideration paid for these transactions during the three months ended March 31, 2026 was allocated as follows during the period (in thousands):
| | | | | |
| Inventory | $ | 272 | |
| Prepaid and other current assets | 100 | |
| Equipment and other fixed assets | 56,678 | |
| Other long term assets | 46 | |
| Deferred tax assets | 1,650 | |
| Operating lease right-of-use assets | 2,673 | |
| Goodwill | 25,937 | |
| Operating lease liabilities | (2,673) | |
| Net assets acquired | $ | 84,683 | |
The Company did not complete any acquisitions during the three months ended March 31, 2025.
ADAPTHEALTH CORP. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Unaudited) (Continued)
(4) Equipment and Other Fixed Assets
Equipment and other fixed assets as of March 31, 2026 and December 31, 2025 are as follows (in thousands):
| | | | | | | | | | | |
| March 31, 2026 | | December 31, 2025 |
| Patient medical equipment | $ | 1,040,473 | | | $ | 922,912 | |
| Computers and software | 72,745 | | | 72,177 | |
| Delivery vehicles | 17,652 | | | 14,498 | |
| Other | 27,470 | | | 24,517 | |
| Gross carrying value | 1,158,340 | | | 1,034,104 | |
| Less accumulated depreciation | (536,155) | | | (524,148) | |
| Equipment and other fixed assets, net | $ | 622,185 | | | $ | 509,956 | |
For the three months ended March 31, 2026 and 2025, the Company recognized depreciation expense of $101.6 million and $89.2 million, respectively.
(5) Segment Information
The Company operates its business through four reportable segments that align to the Company’s product categories: Sleep Health, Respiratory Health, Diabetes Health, and Wellness at Home. A description of the products and services provided within each of the Company’s four reportable segments is provided below.
Sleep Health
The Sleep Health segment provides sleep therapy equipment, supplies and related services (including continuous positive airway pressure and BiLevel services) to individuals for the treatment of obstructive sleep apnea.
Respiratory Health
The Respiratory Health segment provides oxygen and home mechanical ventilation equipment and supplies and related chronic therapy services to individuals for the treatment of respiratory diseases, such as chronic obstructive pulmonary disease and chronic respiratory failure.
Diabetes Health
The Diabetes Health segment provides medical devices, including continuous glucose monitors and insulin pumps, and related services to patients for the treatment of diabetes.
Wellness at Home
The Wellness at Home segment provides home medical equipment and services to patients in their homes including those who have been discharged from acute care and other facilities. The segment tailors a service model to patients who are adjusting to new lifestyles or navigating complex disease states by providing essential medical supplies and durable medical equipment.
The CODM evaluates performance of the reportable segments based on Adjusted EBITDA, which is the primary measure of segment profitability. The CODM uses Adjusted EBITDA to evaluate segment operating performance, generate future operating plans, and to assist with the evaluation of strategic business decisions, including potential acquisitions or divestitures, and whether to invest in certain products or services. Adjusted EBITDA excludes interest expense, net, income tax expense (benefit), depreciation and amortization, including patient equipment depreciation, equity-based compensation expense, litigation settlement expense, and certain other non-recurring items of expense or income that the Company does not consider part of its reportable segments’ core operating results. Adjusted EBITDA includes certain centrally incurred corporate and shared function costs, which are allocated to the reportable segments based on methodologies designed to
ADAPTHEALTH CORP. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Unaudited) (Continued)
correlate with each segment’s consumption of the related cost. Segment assets are not regularly provided to the CODM and therefore have not been disclosed.
The following tables present segment net revenue, significant segment expenses, and other segment items that are included in the Company’s reported measure of segment profit or loss for the three months ended March 31, 2026 and 2025 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, 2026 |
| | Sleep Health | | Respiratory Health | | Diabetes Health | | Wellness at Home | | Total |
| Net revenue | | $ | 358,495 | | | 178,140 | | | 142,166 | | | 140,998 | | | $ | 819,799 | |
| Less: | | | | | | | | | | |
| Cost of product and supplies (a) | | 114,337 | | | 34,921 | | | 106,957 | | | 67,948 | | | 324,163 | |
| Labor cost (a) (b) | | 102,671 | | | 55,238 | | | 14,468 | | | 39,329 | | | 211,706 | |
| Other operating expenses (a) (c) | | 41,060 | | | 18,302 | | | 2,132 | | | 13,616 | | | 75,110 | |
| Other segment items (d) | | 37,730 | | | 19,638 | | | 14,468 | | | 15,791 | | | 87,627 | |
| Adjusted EBITDA | | $ | 62,697 | | | $ | 50,041 | | | $ | 4,141 | | | $ | 4,314 | | | $ | 121,193 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, 2025 |
| | Sleep Health | | Respiratory Health | | Diabetes Health | | Wellness at Home | | Total |
| Net revenue | | $ | 316,351 | | | 165,481 | | | 138,844 | | | 157,206 | | | $ | 777,882 | |
| Less: | | | | | | | | | | |
| Cost of product and supplies (a) | | 108,199 | | | 34,054 | | | 104,069 | | | 80,554 | | | 326,876 | |
| Labor cost (a) (b) | | 80,720 | | | 54,059 | | | 12,977 | | | 34,547 | | | 182,303 | |
| Other operating expenses (a) (c) | | 32,805 | | | 14,826 | | | 1,856 | | | 13,569 | | | 63,056 | |
| Other segment items (d) | | 31,000 | | | 17,064 | | | 13,554 | | | 16,091 | | | 77,709 | |
| Adjusted EBITDA | | $ | 63,627 | | | $ | 45,478 | | | $ | 6,388 | | | $ | 12,445 | | | $ | 127,938 | |
(a)These expense categories align with the segment-level information that is regularly provided to the CODM and are considered significant to the segment in accordance with ASU No. 2023-07, Segment Reporting ("Topic 280"). The expense categories included in the tables above exclude amounts for patient equipment depreciation since these amounts are not reflected in the segment measure of profit or loss. Refer to the section below, titled Patient Equipment Depreciation, for discussion of such amounts.
(b)Excludes salaries, labor and benefits for corporate employees. Salaries, labor and benefits for corporate employees are included within Other segment items.
(c)Other operating expenses primarily include costs relating to rent and occupancy, facilities, fleet, and other operating costs.
(d)Other segment items include allocated costs related to various general and administrative functions, including revenue cycle management, customer service, technology and communications, sales and marketing, billings and collections, accounting and finance, executive administration, human resources, information technology and legal and compliance.
ADAPTHEALTH CORP. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Unaudited) (Continued)
The following table presents a reconciliation of total Adjusted EBITDA to consolidated loss before income taxes for the three months ended March 31, 2026 and 2025 (in thousands):
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
| 2026 | | 2025 | | | | |
| Total Adjusted EBITDA | $ | 121,193 | | | $ | 127,938 | | | | | |
| Interest expense, net | (25,594) | | | (28,399) | | | | | |
| Depreciation and amortization, including patient equipment depreciation | (106,469) | | | (94,345) | | | | | |
| Equity-based compensation expense (a) | (6,532) | | | (5,296) | | | | | |
| Litigation settlement expense (b) | (500) | | | — | | | | | |
| Other non-recurring expenses, net (c) | (2,203) | | | (5,127) | | | | | |
| Loss before income taxes | $ | (20,105) | | | $ | (5,229) | | | | | |
(a)Represents equity-based compensation expense for awards granted to employees and non-employee directors.
(b)Represents an expense to settle a shareholder derivative complaint.
(c)The expense for the three months ended March 31, 2026 consists of $1.6 million of consulting expenses associated with asset dispositions and $0.9 million of transaction costs associated with acquisitions, partially offset by $0.3 million of other net non-recurring income. The expense for the three months ended March 31, 2025 consists of $2.3 million of consulting expenses associated with asset dispositions, $1.6 million of consulting expenses associated with systems implementation activities, and $1.2 million of other non-recurring expenses.
Patient Equipment Depreciation
The following table presents the amounts of patient equipment depreciation by reportable segment for the three months ended March 31, 2026 and 2025 (in thousands):
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
| 2026 | | 2025 | | | | |
| Patient equipment depreciation: | | | | | | | |
| Sleep Health | $ | 44,460 | | | $ | 38,205 | | | | | |
| Respiratory Health | 33,057 | | | 31,116 | | | | | |
| Diabetes Health | 2,634 | | | 2,270 | | | | | |
| Wellness at Home | 16,214 | | | 12,340 | | | | | |
| Total patient equipment depreciation (1) | $ | 96,365 | | | $ | 83,931 | | | | | |
(1)Patient equipment depreciation is included in Cost of net revenue in the accompanying consolidated statements of operations. Patient equipment depreciation is not reflected in the segment measure of profit or loss but the CODM regularly reviews this information by reportable segment.
ADAPTHEALTH CORP. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Unaudited) (Continued)
(6) Goodwill and Identifiable Intangible Assets
Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.
The change in the carrying amount of goodwill by reportable segment for the three months ended March 31, 2026 was as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Sleep Health | | Respiratory Health | | Diabetes Health | | Wellness at Home | | Total Goodwill |
| Balance at December 31, 2025 | $ | 1,595,083 | | | $ | 682,011 | | | $ | 83,801 | | | $ | 180,533 | | | $ | 2,541,428 | |
| Goodwill from acquisitions (note 3) | 3,631 | | | 10,645 | | | — | | | 11,661 | | | 25,937 | |
| | | | | | | | | |
| Balance at March 31, 2026 | $ | 1,598,714 | | | $ | 692,656 | | | $ | 83,801 | | | $ | 192,194 | | | $ | 2,567,365 | |
Management is required to perform an assessment of the recoverability of goodwill on an annual basis and upon the occurrence of a triggering event. Triggering events potentially warranting an interim goodwill impairment assessment include, among other factors, declines in historical or projected reporting unit revenue, operating results or cash flows, and sustained decreases in the Company’s stock price or market capitalization. While management cannot predict if or when future goodwill impairments may occur, a non-cash goodwill impairment charge could have a material adverse effect on the Company’s operating results, net assets and the Company’s cost of, or access to, capital.
The Company did not identify any triggering events indicating a possible impairment of goodwill at March 31, 2026.
Identifiable intangible assets that are separable and have determinable useful lives are valued separately and amortized over the period which reflects the pattern in which the economic benefits of the assets are expected to be consumed.
Identifiable intangible assets consisted of the following at March 31, 2026 and December 31, 2025 (in thousands):
| | | | | | | | | | | |
| March 31, 2026 |
| | | Weighted-Average Remaining Life (Years) |
Tradenames, net of accumulated amortization of $64,402 | $ | 44,898 | | 4.7 |
Payor contracts, net of accumulated amortization of $46,666 | 35,334 | | 4.3 |
| Identifiable intangible assets, net | $ | 80,232 | | |
| | | | | | | | | | | |
| December 31, 2025 |
| | | Weighted-Average Remaining Life (Years) |
Tradenames, net of accumulated amortization of $61,564 | $ | 47,737 | | 4.9 |
Payor contracts, net of accumulated amortization of $44,616 | 37,384 | | 4.6 |
| Identifiable intangible assets, net | $ | 85,121 | | |
ADAPTHEALTH CORP. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Unaudited) (Continued)
Amortization expense related to identifiable intangible assets, which is included in depreciation and amortization, excluding patient equipment depreciation, in the accompanying statements of operations was $4.9 million and $5.2 million for the three months ended March 31, 2026 and 2025, respectively.
Future amortization expense related to identifiable intangible assets is estimated to be as follows (in thousands):
| | | | | | | | |
| Twelve months ending March 31, | | |
| 2027 | | $ | 18,454 | |
| 2028 | | 17,626 | |
| 2029 | | 17,626 | |
| 2030 | | 17,626 | |
| 2031 | | 8,900 | |
| Thereafter | | — | |
| Total | | $ | 80,232 | |
The Company did not recognize any impairment charges related to identifiable intangible assets during the three months ended March 31, 2026 and 2025.
(7) Fair Value of Assets and Liabilities
FASB ASC Topic 820, Fair Value Measurements and Disclosures ("ASC 820"), creates a single definition of fair value, establishes a framework for measuring fair value in U.S. GAAP and expands disclosures about fair value measurements. Assets and liabilities adjusted to fair value in the balance sheet are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Level inputs, as defined by ASC 820, are as follows:
| | | | | | | | |
| Level input | | Input Definition |
| Level 1 | | Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date. |
| Level 2 | | Inputs, other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with market data at the measurement date. |
| Level 3 | | Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. |
The following table presents the valuation of the Company’s financial assets as of December 31, 2025 measured at fair value on a recurring basis. The fair value estimates presented herein are based on information available to management as of December 31, 2025. These estimates are not necessarily indicative of the amounts the Company could ultimately realize.
| | | | | | | | | | | | | | | | | | | | |
| (in thousands) | | Level 1 | | Level 2 | | Level 3 |
| December 31, 2025 | | | | | | |
| Assets | | | | | | |
| Interest rate swap agreements - short term | | $ | — | | | $ | 104 | | | $ | — | |
| Total assets measured at fair value | | $ | — | | | $ | 104 | | | $ | — | |
Interest Rate Swaps
The Company has historically used interest rate swap agreements to manage interest rate risk by converting a portion of its variable rate borrowings to a fixed rate and recognized these derivative instruments as either assets or liabilities in the accompanying consolidated balance sheets at fair value. The valuation of these derivative instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The fair value of the Company’s
ADAPTHEALTH CORP. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Unaudited) (Continued)
interest rate swaps is determined using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash payments receipts. The variable cash receipts are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. To comply with the provisions of FASB ASC Topic 820, Fair Value Measurement, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees.
Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with the Company’s derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and the respective counterparties. The Company has determined that the significance of the impact of the credit valuation adjustments made to its derivative contracts, which determination was based on the fair value of each individual contract, was not significant to the overall valuation. As a result, all of the Company’s derivatives held as of December 31, 2025 were classified as Level 2 of the fair value hierarchy. In January 2026, the Company's interest rate swaps matured and were not renewed. See Note 8, Derivative Instruments and Hedging Activities, for additional information regarding the Company’s derivative instruments.
Non-Financial Assets Measured at Fair Value on a Non-Recurring Basis
During the three months ended March 31, 2026 and 2025, there were no fair value measurements on a non-recurring basis for the Company’s non-financial assets.
(8) Derivative Instruments and Hedging Activities
The Company records all derivatives on its consolidated balance sheet at fair value. As of December 31, 2025, the Company had outstanding interest rate derivatives with third parties in which the Company pays a fixed interest rate and receives a rate equal to the one-month Secured Overnight Financing Rate ("Term SOFR"). The notional amount associated with the Company's interest rate swap agreements that were outstanding as of December 31, 2025 was $250 million. The Company has designated its swaps as effective cash flow hedges of interest rate risk. Accordingly, changes in the fair value of the interest rate swaps are recognized as a component of accumulated other comprehensive income within stockholders’ equity and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings. In January 2026, the Company's interest rate swaps matured and were not renewed.
The table below presents the fair value of the Company’s derivatives related to its interest rate swap agreements, which are designated as hedging instruments, as well as their classification in the consolidated balance sheets at December 31, 2025 (in thousands):
| | | | | | | | |
| | December 31, 2025 |
| Balance Sheet Location | | |
| Prepaid and other current assets | | $ | 104 | |
| Other assets | | — | |
| Total | | $ | 104 | |
During the three months ended March 31, 2026 and 2025, as a result of the effect of cash flow hedge accounting, the Company recognized a loss, net of tax, of $0.1 million and $0.7 million, respectively, in other comprehensive income (loss).
ADAPTHEALTH CORP. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Unaudited) (Continued)
(9) Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses as of March 31, 2026 and December 31, 2025 consisted of the following (in thousands):
| | | | | | | | | | | |
| March 31, 2026 | | December 31, 2025 |
| Accounts payable | $ | 431,948 | | | $ | 352,381 | |
| Employee-related accruals | 57,024 | | | 64,080 | |
| Litigation reserves | 49,300 | | | 49,800 | |
| Accrued interest | 9,819 | | | 28,447 | |
| Other | 53,301 | | | 58,992 | |
| Total | $ | 601,392 | | | $ | 553,700 | |
(10) Debt
The following is a summary of long term-debt as of March 31, 2026 and December 31, 2025 (in thousands):
| | | | | | | | | | | |
| March 31, 2026 | | December 31, 2025 |
| Secured term loan | $ | 310,938 | | | $ | 315,000 | |
| Revolving credit facility | 100,000 | | | — | |
| Senior unsecured notes | 1,425,000 | | | 1,435,000 | |
| Unamortized deferred financing fees | (12,661) | | | (13,704) | |
| 1,823,277 | | | 1,736,296 | |
| Current portion | (24,375) | | | (20,313) | |
| Long-term portion | $ | 1,798,902 | | | $ | 1,715,983 | |
On September 13, 2024, the Company entered into an amendment to its then existing credit agreement (as amended, the “2024 Credit Agreement”). The 2024 Credit Agreement included a $650.0 million term loan (the "2024 Term Loan"), and $300.0 million in revolving credit commitments with a $55.0 million letter of credit sublimit (the "2024 Revolver", and together with the 2024 Term Loan, the "2024 Credit Facility"). The 2024 Credit Facility had a maturity in September 2029. At the option of the Company, amounts borrowed under the 2024 Credit Facility bore interest at variable rates based upon either the Base Rate (as defined in the 2024 Credit Agreement), payable quarterly, or Term SOFR (as defined in the 2024 Credit Agreement), payable monthly or every three months depending on the interest period selected. Interest periods for Term SOFR loans were available for one, three, or six months at the option of the Company. Base Rate loans accrued interest at a per annum rate equal to the sum of (a) the Base Rate determined on each day (subject to a zero percent floor), plus (b) an applicable margin ranging from 0.50% to 2.25% per annum based on the Company's Consolidated Senior Secured Leverage Ratio (as defined in the 2024 Credit Agreement). Term SOFR loans accrued interest at a per annum rate equal to the sum of (a) Term SOFR for the applicable interest period (subject to a zero percent floor), plus (b) an applicable margin ranging from 1.50% to 3.25% per annum based on the Company's Consolidated Senior Secured Leverage Ratio. The 2024 Revolver carried a commitment fee during the term of the 2024 Credit Agreement ranging from 0.25% to 0.50% per annum of the actual daily undrawn portion of the 2024 Revolver depending upon the Company's Consolidated Senior Secured Leverage Ratio.
Under the 2024 Credit Agreement, the Company was subject to a number of restrictive covenants that, among other things, imposed operating and financial restrictions on the Company. Financial covenants included a Consolidated Total Leverage Ratio and a Consolidated Interest Coverage Ratio, both as defined in the 2024 Credit Agreement. The 2024 Credit Agreement also contained certain customary events of default, including, among other things, failure to make payments when due thereunder, failure to observe or perform certain covenants, cross-defaults, bankruptcy and insolvency-related events, and non-compliance with healthcare laws. The Company was in compliance with the applicable covenants in the 2024 Credit Agreement as of March 31, 2026.
ADAPTHEALTH CORP. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Unaudited) (Continued)
On April 10, 2026, the Company refinanced its debt borrowings under the 2024 Credit Agreement and entered into a new credit agreement (the "2026 Credit Agreement"). The 2026 Credit Agreement consists of a $325.0 million term loan (the "2026 Term Loan"), a $325.0 million delayed draw term loan (the "2026 Delayed Draw Term Loan"), and $450.0 million in commitments for revolving credit loans with a $75.0 million letter of credit sublimit and a $45.0 million swing line sublimit (the "2026 Revolver", and together with the 2026 Term Loan and the 2026 Delayed Draw Term Loan, the "2026 Credit Facility"). At closing, the Company borrowed $100.0 million under the 2026 Revolver. Borrowings under the 2026 Term Loan and the 2026 Revolver at closing were used in part to repay existing amounts outstanding under the 2024 Credit Agreement, and to pay related fees and expenses. The 2026 Credit Facility has a maturity in April 2031. However, the maturity of the 2026 Credit Facility is subject to a springing maturity date that is 91 days prior to the stated maturity dates of the Company's 6.125% Senior Notes, 4.625% Senior Notes and 5.125% Senior Notes (each as defined below), in each case if more than $150.0 million aggregate principal amount of such senior unsecured notes remains outstanding on such springing maturity date. The borrowings under the 2026 Term Loan requires quarterly principal repayments of $2.0 million beginning September 30, 2026 through June 30, 2028, increasing to $4.1 million beginning September 30, 2028 through March 31, 2031, and the unpaid principal balance is due at maturity in April 2031. Borrowings under the 2026 Revolver may be used for working capital and other general corporate purposes, including for capital expenditures and acquisitions permitted under the 2026 Credit Agreement. Borrowings under the 2026 Delayed Draw Term Loan may be used for refinancing the Company's outstanding 6.125% Senior Notes and/or funding acquisitions permitted under the 2026 Credit Agreement. At the option of the Company, amounts borrowed under the 2026 Credit Facility bear interest at variable rates based upon either the Base Rate (as defined in the 2026 Credit Agreement), payable quarterly, or Term SOFR (as defined in the 2026 Credit Agreement), payable monthly or every three months depending on the interest period selected. Interest periods for Term SOFR loans are available for one, three, or six months at the option of the Company. Base Rate loans accrue interest at a per annum rate equal to the sum of (a) the Base Rate determined on each day (subject to a zero percent floor), plus (b) an applicable margin ranging from 0.125% to 1.0% per annum based on the Company's Consolidated Total Leverage Ratio (as defined in the 2026 Credit Agreement). Term SOFR loans accrue interest at a per annum rate equal to the sum of (a) Term SOFR for the applicable interest period (subject to a zero percent floor), plus (b) an applicable margin ranging from 1.125% to 2.0% per annum based on the Company's Consolidated Total Leverage Ratio. The 2026 Revolver carries a commitment fee during the term of the 2026 Credit Agreement ranging from 0.15% to 0.30% per annum of the actual daily undrawn portion of the 2026 Revolver depending upon the Company's Consolidated Total Leverage Ratio. In addition, the 2026 Delayed Draw Term Loan carries a commitment fee during the term of the 2026 Credit Agreement ranging from 0.15% to 0.30% per annum of the actual daily undrawn portion of the 2026 Delayed Draw Term Loan depending upon the Company's Consolidated Total Leverage Ratio beginning 45 days after closing.
Under the 2026 Credit Agreement, the Company is subject to a number of restrictive covenants that, among other things, impose operating and financial restrictions on the Company. Financial covenants include a Consolidated Total Leverage Ratio and a Consolidated Interest Coverage Ratio, both as defined in the 2026 Credit Agreement. The 2026 Credit Agreement also contains certain customary events of default, including, among other things, failure to make payments when due thereunder, failure to observe or perform certain covenants, cross-defaults, bankruptcy and insolvency-related events, and non-compliance with healthcare laws.
Any borrowing under the 2026 Credit Agreement may be repaid, in whole or in part, at any time and from time to time without premium or penalty, other than customary breakage costs, and any amounts repaid under the 2026 Revolver may be reborrowed. Mandatory prepayments are required under the 2026 Revolver when borrowings and letter of credit usage exceed the total commitments for revolving credit loans. Mandatory prepayments are also required in connection with certain dispositions of assets and receipt of certain insurance proceeds or condemnation awards to the extent proceeds thereof are not reinvested, and unpermitted debt transactions.
Secured Term Loan
As of March 31, 2026, the outstanding borrowings under the 2024 Term Loan required quarterly principal repayments of $4.1 million through September 30, 2026, increasing to $8.1 million from December 31, 2026 through June 30, 2029, and the remaining unpaid principal balance was due in September 2029. At March 31, 2026 and December 31, 2025, there was $310.9 million and $315.0 million, respectively, outstanding under the 2024 Term Loan. The per annum interest rate under the 2024 Term Loan was 5.17% at March 31, 2026.
ADAPTHEALTH CORP. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Unaudited) (Continued)
Revolving Credit Facility
The Company borrowed $100.0 million under the 2024 Revolver during the three months ended March 31, 2026, which remained outstanding as of March 31, 2026. Borrowings under the 2024 Revolver could have been used for working capital and other general corporate purposes, including for capital expenditures and funding acquisitions permitted under the 2024 Credit Agreement. At March 31, 2026, there was $26.3 million outstanding under letters of credit. At March 31, 2026, based on the financial debt covenants under the 2024 Credit Agreement, the maximum amount the Company could have borrowed under the 2024 Revolver and remain in compliance with the financial debt covenants under the agreement was $173.7 million.
Senior Unsecured Notes
In August 2021, the Company issued $600.0 million aggregate principal amount of 5.125% senior unsecured notes (the "5.125% Senior Notes"). The 5.125% Senior Notes will mature on March 1, 2030. Interest on the 5.125% Senior Notes is payable on March 1st and September 1st of each year. The 5.125% Senior Notes are redeemable at the Company’s option, in whole or in part, and the redemption price for the 5.125% Senior Notes if redeemed during the 12 months beginning (i) March 1, 2026 is 101.281% and (ii) March 1, 2027 and thereafter is 100.000%, in each case together with accrued and unpaid interest. In addition, the Company may be required to make an offer to purchase the 5.125% Senior Notes upon the sale of certain assets or upon specific kinds of changes of control.
In January 2021, the Company issued $500.0 million aggregate principal amount of 4.625% senior unsecured notes (the "4.625% Senior Notes"). The 4.625% Senior Notes will mature on August 1, 2029. Interest on the 4.625% Senior Notes is payable on February 1st and August 1st of each year. The 4.625% Senior Notes are redeemable at the Company’s option, in whole or in part, and the redemption price for the 4.625% Senior Notes is 100.000%, in each case together with accrued and unpaid interest. In addition, the Company may be required to make an offer to purchase the 4.625% Senior Notes upon the sale of certain assets or upon specific kinds of changes of control.
In July 2020, the Company issued $350.0 million aggregate principal amount of 6.125% senior unsecured notes (the "6.125% Senior Notes"). In November 2025 and January 2026, the Company repurchased $15.0 million and $10.0 million aggregate principal amount of the 6.125% Senior Notes at an average price of 100.253% and 100.800% of such principal amounts, respectively, through open market transactions. The outstanding balance under the 6.125% Senior Notes will mature on August 1, 2028. Interest on the 6.125% Senior Notes is payable on February 1st and August 1st of each year. The 6.125% Senior Notes are redeemable at the Company’s option, in whole or in part, and the redemption price for the 6.125% Senior Notes if redeemed during the 12 months beginning (i) August 1, 2025 is 101.021% and (ii) August 1, 2026 and thereafter is 100.000%, in each case together with accrued and unpaid interest. In addition, the Company may be required to make an offer to purchase the 6.125% Senior Notes upon the sale of certain assets or upon specific kinds of changes of control.
(11) Stockholders' Equity
Under the Company's Third Amended and Restated Certificate of Incorporation, there are 300,000,000 shares of authorized Common Stock and 5,000,000 shares of authorized Preferred Stock. Holders of Common Stock are entitled to one vote for each share. The shares of Preferred Stock shall be issued with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.
Equity-based Compensation
In connection with the Company’s 2019 Stock Incentive Plan (the "2019 Plan"), the Company provides equity-based compensation to attract and retain employees while also aligning employees’ interest with the interests of its stockholders. The 2019 Plan permits the grant of various equity-based awards to selected employees and non-employee directors. As of March 31, 2026, the Company is permitted to grant up to 18,350,000 shares of Common Stock under the 2019 Plan, subject to certain adjustments and limitations. At March 31, 2026, 5,461,299 shares of the Company’s Common Stock were available for issuance under the 2019 Plan.
ADAPTHEALTH CORP. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Unaudited) (Continued)
Stock Options
There were no stock options granted during the three months ended March 31, 2026 and 2025.
The following table provides the activity for outstanding stock options during the three months ended March 31, 2026 (in thousands, except per share data):
| | | | | | | | | | | | | | | | | |
| Number of Options | | Weighted-Average Exercise Price per Share | | Weighted-Average Remaining Contractual Term |
| Outstanding, December 31, 2025 | 945 | | $ | 7.24 | | | 3.1 Years |
| Exercised | (90) | | | $ | 4.38 | | | |
| Outstanding, March 31, 2026 | 855 | | $ | 7.54 | | | 2.4 Years |
During the three months ended March 31, 2026, 89,451 stock options were exercised on a cashless basis resulting in the issuance of 31,248 shares of the Company’s Common Stock. There were no stock option exercises during the three months ended March 31, 2025.
Restricted Stock Units
During the three months ended March 31, 2026, the Company granted the following shares of restricted stock units:
•1,686,174 shares of restricted stock units to various employees which vest ratably over the three-year period following the vesting commencement dates, subject to the employees’ continuous employment through the applicable vesting date. The grant-date fair value of these awards was $17.0 million.
•25,516 shares of restricted stock units to certain of the Company's non-employee directors which vest within one year following the grant date. The grant-date fair value of these awards was $0.3 million.
•801,756 shares of performance-vested restricted stock units ("Performance RSUs") to senior executive management of the Company which vest on the third anniversary of the vesting commencement date subject to the achievement of specified goals relative to the Company’s three-year relative total shareholder return ("Relative TSR") performance versus the Company’s defined peer group (the "Peer Group"), which is considered a market condition, and is also subject to the employees’ continuous employment through the vesting date. The grant-date fair value of these awards, using a Monte-Carlo simulation analysis, was $12.6 million. The payout of shares on the vesting date are as follows based on the Company’s Relative TSR versus the Peer Group (for performance between the stated goals noted below, straight-line interpolation will be applied):
•Less than 25th Percentile – No payout
•Greater than or equal to 25th Percentile – 50% of Performance RSUs
•Equal to 50th Percentile – 100% of Performance RSUs
•Greater than or equal to 75th Percentile – 200% of Performance RSUs
ADAPTHEALTH CORP. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Unaudited) (Continued)
Activity related to the Company’s non-vested restricted stock units for the three months ended March 31, 2026 is presented below (in thousands, except per share data): | | | | | | | | | | | |
| Number of Shares | | Weighted-Average Grant Date Fair Value per Share |
| Non-vested balance, December 31, 2025 | 4,017 | | $ | 12.95 | |
| Granted | 2,513 | | $ | 11.87 | |
| Vested | (704) | | $ | 10.93 | |
| Forfeited | (216) | | $ | 18.48 | |
| Non-vested balance, March 31, 2026 | 5,610 | | $ | 12.55 | |
Equity-Based Compensation Expense
The Company recognized equity-based compensation expense of $6.5 million during the three months ended March 31, 2026, of which $5.6 million and $0.9 million is included in general and administrative expenses and cost of net revenue, respectively, in the accompanying consolidated statements of operations. The Company recognized equity-based compensation expense of $5.3 million during the three months ended March 31, 2025, of which $4.1 million and $1.2 million is included in general and administrative expenses and cost of net revenue, respectively, in the accompanying consolidated statements of operations.
At March 31, 2026, there was $52.8 million of unrecognized compensation expense related to equity-based compensation awards, which is expected to be recognized over a weighted-average period of 2.2 years.
(12) Earnings (Loss) Per Share
Earnings (Loss) Per Share ("EPS") is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period on a basic and diluted basis. The Company computes diluted net income (loss) per share using the more dilutive of the treasury stock method and the two-class method after giving effect to all potential dilutive Common Stock.
The Company’s potentially dilutive securities include potential common shares related to unvested restricted stock, outstanding stock options and outstanding preferred stock. See Note 11, Stockholders' Equity, for additional discussion of these potential dilutive securities.
Diluted net income (loss) per share considers the impact of potentially dilutive securities except when the potential common shares have an antidilutive effect. The Company’s outstanding preferred stock are considered participating securities, thus requiring the two-class method of computing diluted net income (loss) per share. Computation of diluted net income (loss) per share under the two-class method excludes from the numerator any dividends paid or owed on participating securities and any undistributed earnings considered to be attributable to participating securities. The related participating securities are similarly excluded from the denominator.
ADAPTHEALTH CORP. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Unaudited) (Continued)
Computations of basic and diluted net income (loss) per share were as follows (in thousands, except per share data):
| | | | | | | | | | | |
| Three Months Ended March 31, |
| 2026 | | 2025 |
| Numerator | | | |
| Net loss attributable to AdaptHealth Corp. | $ | (16,040) | | | $ | (7,207) | |
Less: Earnings allocated to participating securities (1) | — | | | — | |
| Net loss for basic and diluted EPS | $ | (16,040) | | | $ | (7,207) | |
| | | |
Denominator | | | |
| Basic weighted-average common shares outstanding | 135,779 | | 134,799 |
Add: Stock options (2) | — | | — |
Add: Unvested restricted stock units (2) | — | | — |
| Diluted weighted-average common shares outstanding | 135,779 | | 134,799 |
| | | |
| Basic net loss per share | $ | (0.12) | | | $ | (0.05) | |
| Diluted net loss per share | $ | (0.12) | | | $ | (0.05) | |
(1)The Company’s preferred stock are considered participating securities. Computation of EPS under the two-class method excludes from the numerator any dividends paid or owed on participating securities and any undistributed earnings considered to be attributable to participating securities. The related participating securities are similarly excluded from the denominator. There were no amounts allocated to the participating securities during the three months ended March 31, 2026 and 2025 due to the net loss reported in those periods.
(2)Due to the Company reporting net loss attributable to AdaptHealth Corp. for the three months ended March 31, 2026 and 2025, all potentially dilutive securities related to outstanding stock options and unvested restricted stock units were excluded from the computation of diluted net loss per share for those periods as their inclusion would have been anti-dilutive.
The table below provides the weighted-average number of potential common shares associated with outstanding securities not included in the Company’s computation of diluted net loss per share for the three months ended March 31, 2026 and 2025 because to do so would be anti-dilutive (in thousands):
| | | | | | | | | | | |
| Three Months Ended March 31, |
| 2026 | | 2025 |
| Preferred Stock | 12,406 | | 12,406 |
| | | |
| Stock options | 855 | | 1,361 |
| Unvested restricted stock units | 5,610 | | 4,656 |
| Total | 18,871 | | 18,423 |
(13) Leases
The Company leases its operating locations and office facilities under noncancelable lease agreements which expire at various dates through May 2038. Some of these lease agreements include an option to renew at the end of the term. The Company also leases certain office facilities on a month-to-month basis. In some instances, the Company is also required to pay its pro rata share of real estate taxes and utility costs in connection with the premises. Some of the leases contain fixed annual increases of minimum rent.
The Company’s leases frequently allow for lease payments that could vary based on factors such as inflation and the incurrence of contractual charges such as those for common area maintenance or utilities.
ADAPTHEALTH CORP. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Unaudited) (Continued)
Renewal and/or early termination options are common in the lease arrangements, particularly with respect to real estate leases. The Company’s right-of-use ("ROU") assets and lease liabilities generally include periods covered by renewal options and exclude periods covered by early termination options (based on the conclusion that it is reasonably certain that the Company will exercise such renewal options and not exercise such early termination options).
The Company is also party to certain sublease arrangements related to real estate leases, where the Company acts as the lessee and intermediate lessor.
The Company leases certain of its vehicles through finance leases. The finance lease obligations represent the present value of minimum lease payments under the respective agreement, payable monthly at various interest rates.
The following table presents information about lease costs and expenses and sublease income for the three months ended March 31, 2026 and 2025 (in thousands). The amounts below, with the exception of interest on lease liabilities, are included in cost of net revenue in the accompanying consolidated statements of operations for the periods presented. The interest on lease liabilities is included in interest expense, net in the accompanying consolidated statements of operations for the periods presented.
| | | | | | | | | | | |
| Three Months Ended March 31, |
| 2026 | | 2025 |
| Operating lease costs | $ | 12,986 | | | $ | 11,054 | |
| Finance lease costs: | | | |
| Amortization of ROU assets | $ | 5,046 | | | $ | 3,374 | |
| Interest on lease liabilities | $ | 801 | | | $ | 647 | |
| Other lease costs and income: | | | |
Variable leases costs (1) | $ | 7,297 | | | $ | 6,298 | |
| Sublease income | $ | 188 | | | $ | 170 | |
(1)Amounts represent variable costs incurred that were not included in the initial measurement of the lease liability such as common area maintenance and utilities costs associated with leased real estate.
The following table provides the weighted average remaining lease terms and weighted average discount rates for the Company’s leases as of March 31, 2026 and December 31, 2025:
| | | | | | | | | | | |
| March 31, 2026 | | December 31, 2025 |
| Weighted average remaining lease term, weighted based on lease liability balances: | | | |
| Operating leases | 4.7 years | | 4.8 years |
| Finance leases | 2.9 years | | 3.1 years |
| Weighted average discount rate, weighted based on remaining balance of lease payments: | | | |
| Operating leases | 5.1 | % | | 5.1 | % |
| Finance leases | 6.3 | % | | 6.4 | % |
ADAPTHEALTH CORP. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Unaudited) (Continued)
The following table provides the undiscounted amount of future cash flows related to the Company’s operating and finance leases, as well as a reconciliation of such undiscounted cash flows to the amounts included in the Company’s lease liabilities as of March 31, 2026 (in thousands):
| | | | | | | | | | | |
| Operating Leases | | Finance Leases |
| 2026 | $ | 30,436 | | $ | 17,185 |
| 2027 | 34,515 | | 18,866 |
| 2028 | 28,420 | | 11,541 |
| 2029 | 20,553 | | 6,539 |
| 2030 | 15,682 | | 352 |
| Thereafter | 15,979 | | — |
| Total future undiscounted lease payments | $ | 145,585 | | $ | 54,483 |
| Less: amount representing interest | (18,022) | | | (4,616) | |
| Present value of future lease payments (lease liability) | $ | 127,563 | | $ | 49,867 |
The following table provides certain cash flow and supplemental non-cash information related to the Company’s lease liabilities for the three months ended March 31, 2026 and 2025, respectively (in thousands):
| | | | | | | | | | | |
| Three Months Ended March 31, |
| Cash paid for amounts included in the measurement of lease liabilities: | 2026 | | 2025 |
| Operating cash payments for operating leases | $ | 11,929 | | | $ | 9,366 | |
| Financing cash payments for finance leases | $ | 3,104 | | | $ | 3,221 | |
| Lease liabilities arising from obtaining right-of-use assets: | | | |
| Operating leases | $ | 19,441 | | | $ | 3,483 | |
| Finance leases | $ | 3,157 | | | $ | 7,388 | |
(14) Income Taxes
The Company is subject to U.S. federal, state, and local income taxes. For the three months ended March 31, 2026 and 2025, the Company recognized an income tax benefit of $5.2 million and income tax expense of $0.9 million, respectively.
As of March 31, 2026 and December 31, 2025, the Company had an unrecognized tax benefit of $2.7 million.
Tax Receivable Agreement
AdaptHealth Corp. is party to a Tax Receivable Agreement ("TRA") with certain current and former members of AdaptHealth Holdings LLC, a Delaware limited liability company ("AdaptHealth Holdings"). The TRA provides for the payment by AdaptHealth Corp. of 85% of the tax savings, if any, that AdaptHealth Corp. realizes (or is deemed to realize in certain circumstances) as a result of (i) certain tax attributes of the corresponding sellers existing prior to the Business Combination; (ii) certain increases in tax basis resulting from exchanges of New AdaptHealth Units and shares of Class B Common Stock; (iii) imputed interest deemed to be paid by the Company as a result of payments it makes under the TRA; and (iv) certain increases in tax basis resulting from payments the Company makes under the TRA. Under the TRA, the benefits deemed realized by the Company as a result of the increase in tax basis attributable to the AdaptHealth Holdings members generally will be computed by comparing the actual income tax liability of the Company to the amount of such taxes that the Company would have been required to pay had there been no such increase in tax basis.
At March 31, 2026, the Company's liability relating to the TRA was $238.9 million, which is included in other long-term liabilities in the accompanying consolidated balance sheets. At December 31, 2025, the Company’s liability relating to
ADAPTHEALTH CORP. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Unaudited) (Continued)
the TRA was $265.7 million, of which $26.8 million and $238.9 million is included in other liabilities and other long-term liabilities, respectively, in the accompanying consolidated balance sheets.
A $16.5 million income tax receivable is included in prepaid and other current assets in the accompanying consolidated balance sheets as of March 31, 2026. The majority of the Company’s income tax receivable relates to federal corporate income tax refunds, which are expected to be received later in 2026.
(15) Commitments and Contingencies
From time to time and in the normal course of business, the Company is subject to loss contingencies, arising from legal proceedings, claims, and governmental and other investigations under or with respect to various governmental programs and state and federal laws relating to its business, including as a result of or following acquisitions and other business activities, that cover a wide range of matters. In accordance with FASB ASC Topic 450, Accounting for Contingencies, the Company records accruals for such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. If there is no probable estimate within a range of reasonably possible outcomes, the Company’s policy is to record at the low end of the range of such reasonably possible outcomes. Judgment is required to determine both probability and the estimated amount. The Company reviews its accruals quarterly and adjusts accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. At this time, the Company has no material accruals related to lawsuits, claims, investigations or proceedings, except as disclosed. While there can be no assurance, based on the Company’s evaluation of information currently available, the Company’s management believes any liability that may ultimately result from resolution of such loss contingencies will not have a material adverse effect on the Company’s financial condition or results of operations. However, the Company’s assessment may change in the future based upon availability of new information and further developments in the proceedings of such matters. The results of legal proceedings, claims and investigations are inherently uncertain, and material adverse outcomes are possible. Professional legal fees associated with any such legal proceedings, claims and investigations are expensed as they are incurred.
On October 24, 2023, Allegheny County Employees’ Retirement System, a purported shareholder of the Company, filed a purported class action complaint against the Company and certain of its current and former officers, and certain underwriters in the United States District Court for the Eastern District of Pennsylvania. On January 23, 2024, the court entered an order appointing Allegheny County Employees' Retirement System, International Union of Operating Engineers, Local No. 793, Members Pension Benefit Trust of Ontario, and City of Tallahassee Pension Plan as Lead Plaintiffs (the "Allegheny Lead Plaintiffs"). On May 14, 2024, Allegheny Lead Plaintiffs filed a consolidated complaint against the Company and certain of its current and former officers and directors, and certain underwriters, on behalf of shareholders that purchased or otherwise acquired the Company’s stock between August 4, 2020 and November 7, 2023 (as to the complaint the “Allegheny County Consolidated Complaint”; as to the action, the “Allegheny County Consolidated Class Action”). The Allegheny County Consolidated Complaint alleges, among other things, that the defendants violated federal securities laws by making allegedly false and misleading statements and/or failing to disclose material information regarding (i) the Company’s billing practices with respect to its diabetes product category, and (ii) the Company’s compliance programs and integration with respect to acquired companies. The Allegheny County Consolidated Complaint seeks unspecified damages. On July 23, 2024, the defendants filed a motion to dismiss the Allegheny County Consolidated Complaint. The Allegheny Lead Plaintiffs filed their opposition brief on October 1, 2024, and defendants filed their reply brief on November 15, 2024.
On May 28, 2025, the parties jointly filed a letter requesting that the Court hold the motion to dismiss in abeyance pending the outcome of a private mediation between the parties. On October 8, 2025, the parties attended a private mediation. After subsequent settlement discussions, the parties reached an agreement in principle to settle the litigation.
On December 19, 2025, the parties filed for Preliminary Approval of Proposed Settlement and Approval of Notice to the Settlement Class and the preliminary approval order was granted by the Court on February 2, 2026. The proposed settlement is to be funded as follows: (i) $34.0 million of cash from the Company’s insurance carriers and (ii) $1.0 million of cash from the Company. The $1.0 million was paid by the Company during the three months ended March 31, 2026. The Company's remaining liability of $34.0 million, consisting of the cash payment to be funded by the Company's insurance carriers, is included in accounts payable and accrued expenses in the accompanying consolidated balance sheets as of March 31, 2026. The Company also recorded a receivable of $34.0 million, representing the amount to be received from the Company’s insurance carriers, which is included in prepaid expenses and other current assets in the accompanying consolidated balance sheets as of March 31, 2026. The proposed settlement is subject to preliminary and final Court approval
ADAPTHEALTH CORP. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Unaudited) (Continued)
and other customary closing conditions. Upon the effectiveness of the proposed settlement, the Company and its directors and officers as well as the other defendants named in the Allegheny County Consolidated Complaint will be released from the claims that were asserted or could have been asserted in the Consolidated Class Action, with certain limitations, by class members participating in the settlement. The Company has always maintained, and continues to believe, that it did not engage in any wrongdoing or otherwise commit any violation of federal or state securities laws or other laws. The settlement includes no admission of liability or wrongdoing and is subject to court approval. There can be no assurance that the settlement will be finalized and approved and, even if approved, whether the conditions to closing will be satisfied, and the actual outcome of this matter may differ materially from the terms of the settlement described herein.
On April 8, 2026, the Allegheny Lead Plaintiffs filed their Motion for Final Approval of Settlement and Plan of Allocation.
On March 20, 2024, a putative shareholder of the Company, Weiding Wu, filed a shareholder derivative complaint related to the allegations in the Allegheny County Complaint, and against certain current and former directors and officers of the Company in the United States District Court for the Eastern District of Pennsylvania (as to the complaint, the “Wu Derivative Complaint”; as to the action, the “Wu Derivative Action”). The Wu Derivative Complaint alleges, among other things, that the defendants breached their fiduciary duties and violated federal securities laws by making allegedly false and misleading statements and/or failing to disclose material information regarding (i) the Company’s billing practices with respect to its diabetes product category, and (ii) the Company’s compliance programs and integration with respect to acquired companies. The Wu Derivative Complaint also alleges claims for unjust enrichment, waste of corporate assets, abuse of control, and gross mismanagement. The Wu Derivative Complaint seeks, among other things, an award of money damages.
On July 25, 2024, the parties to the Wu Derivative Action stipulated to stay the Wu Derivative Action pending final resolution of the Allegheny County Consolidated Class Action. On July 26, 2024, the court so-ordered the parties’ stipulation.
The Company intends to vigorously defend against the allegations contained in the Wu Derivative Complaint, but there can be no assurance that the defense will be successful.
On December 9, 2025, a putative shareholder, Aaron Frankel, filed under seal a shareholder derivative complaint against certain current and former directors and officers of the Company in the United States District Court for the Eastern District of Pennsylvania (as to the complaint, the “Frankel Derivative Complaint”; as to the action, the “Frankel Derivative Action”). On January 7, 2026, the Court unsealed the Frankel Derivative Action, and Frankel notified the Company of the Frankel Derivative Action. On January 28, 2026, Frankel filed a redacted amended complaint on the public docket.
The Frankel Derivative Complaint is related to the allegations in the Allegheny County Complaint and Wu Derivative Complaint. It alleges, among other things, that the defendants breached their fiduciary duties and violated federal securities laws by making allegedly false and misleading statements and/or failing to disclose material information regarding (i) the Company’s billing practices with respect to its diabetes product category, and (ii) the Company's compliance programs and integration with respect to acquired companies. The Frankel Derivative Complaint also alleges claims for unjust enrichment and waste of corporate assets. The Frankel Derivative Complaint seeks, among other things, an award of money damages.
The Company intends to vigorously defend against the allegations contained in the Frankel Derivative Complaint, but there can be no assurance that the defense will be successful.
On March 19, 2026, the parties to the Wu Derivative Action and the Frankel Derivative Action filed a stipulation to consolidate the actions. On March 24, 2026, the parties to the Wu Derivative Action and the Frankel Derivative Action filed a notice informing the Court that they had reached an agreement in principle to settle both actions.
On June 24, 2025, a putative shareholder of the Company, Blake T. Myers, filed against the Company a complaint in the Court of Chancery of the State of Delaware seeking to compel an inspection of books and records under 8 Del. C. § 220 (“Section 220”) (as to the complaint, the “Myers Section 220 Complaint”; as to the action, the “Myers Section 220 Action”). The Myers Section 220 Complaint asserted the putative shareholder’s right to inspect certain corporate books and records relevant to the issues in the Allegheny County Consolidated Class Action for the purported purposes of (i) investigating potential wrongdoing by the current and/or former members of the Board and the Company’s current and/or former executive
ADAPTHEALTH CORP. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Unaudited) (Continued)
officers, (ii) supporting appropriate action in the event current and/or former directors or executive officers did not properly discharge their fiduciary duties, and (iii) evaluating whether members of the current Board have a conflict of interest such that making a demand upon the Board to bring a derivative action on behalf of the Company would be futile.
The Company completed its production on November 19, 2025. On December 3, 2025, Myers voluntarily dismissed the action.
On February 6, 2026, Myers filed a shareholder derivative complaint under seal related to the allegations in the Allegheny County Consolidated Complaint against certain current and former directors and officers of the Company in the Delaware Court of Chancery (as to the Complaint, the “Myers Derivative Complaint;” as to the action, the “Myers Derivative Action”). The Myers Derivative Complaint alleges claims for breach of fiduciary duty, insider trading, and unjust enrichment under Delaware law. On February 12, 2026, Myers filed a redacted complaint on the public docket.
On March 10, 2026, the parties to the Myers Derivative Action stipulated to stay the action pending final resolution of the Allegheny County Consolidated Class Action. The parties' stipulation was so-ordered by the Court on the same date. The parties to the Myers Derivative Action subsequently reached an agreement in principle to settle that action on the same terms as the Wu Derivative Action and the Frankel Derivative Action.
The Company intends to vigorously defend against the allegations contained in the Myers Derivative Complaint, but there can be no assurance that the defense will be successful.
In October 2022, a former customer of the Company, Mr. Ray (“Plaintiff”), filed an individual action against the Company and a collection agency for violation of North Carolina’s Debt Collection Practices Act (the "Act”) based on allegations that the Company failed to address Mr. Ray’s billing concerns and issue a refund in a timely manner related to his return of medical equipment. Plaintiff was permitted to amend his individual complaint to a class action complaint on behalf of similarly situated North Carolina residents who allegedly experienced improper billing issues after the asserted return of medical equipment. Over continued objection, and after withdrawing a motion for class certification, Plaintiff amended his class action complaint again in May 2025 to assert violations of the Act related to three classes of North Carolinians: (a) a class of patients who were allegedly improperly billed after returning equipment, (b) a class of patients who were allegedly improperly charged a late fee after assertedly returning their equipment, and (c) a class of patients who received collection letters that allegedly violated the Act. Plaintiff has argued that the claims are meritorious, and the classes could be certified up to and including approximately 130,000 North Carolina patients. The Company has vigorously defended the case; believes the claims lack merit; and, believes that none of the three classes could be certified. Neither the merits of the case nor the certification of these classes have been reviewed by the Court. While nonetheless strongly defending the case, to minimize exposure and risk under the Act, and reduce further litigation expenses, the Company has also pursued settlement options. The Company and the Plaintiff, a proposed class representative, recently agreed to inform the Court that the parties have agreed to certify the classes and settle the case as to Class A, Class B and Class C members for a total settlement payment to be made by the Company of $14.5 million in consideration for full releases of the Company. The Company recorded a liability of $14.5 million, which is included in accounts payable and accrued expenses in the accompanying consolidated balance sheets as of March 31, 2026 and December 31, 2025. This outcome, while considered likely by the Company, is not fixed and is contingent on factors not wholly within the Company’s control, including finalizing additional material terms with Plaintiff, seeking and achieving preliminary approval by the Court, an administrative process, and obtaining final approvals from the Court. Should this pathway for resolution fail, the Company will continue its robust defense of the case.
On July 29, 2024, the U.S. Attorney’s Office for the District of South Carolina issued a civil investigative demand to the Company pursuant to the FCA regarding whether the Company submitted false claims in violation of the FCA related to its billing of, and reimbursements from, federal health care programs for humidifiers that are integrated with PAP devices and provided to patients from January 1, 2017 to the present. The Company is fully cooperating with the investigation. Given the stage of the investigation, it is not possible to determine whether it will have a material adverse effect on the Company.
On March 8, 2025, the U.S. Attorney’s Office for the Eastern District of Pennsylvania issued a civil investigative demand to the Company pursuant to the FCA surrounding whether the Company submitted false claims in violation of the FCA related to its billing of, and reimbursements from, federal health care programs for respiratory devices and related supplies provided to patients from January 1, 2018 to the present. The Company is fully cooperating with the investigation. Given the stage of the investigation, it is not possible to determine whether it will have a material adverse effect on the Company.
ADAPTHEALTH CORP. AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements (Unaudited) (Continued)
(16) Related Party Transactions
The Company owns an equity interest in a vendor that provides automated order intake software. The expense related to this vendor was $5.4 million and $2.8 million for the three months ended March 31, 2026 and 2025, respectively. The Company accounts for this investment under the cost method of accounting based on its level of equity ownership. As of March 31, 2026 and December 31, 2025, the Company had an immaterial outstanding accounts payable balance to this vendor.
A director of the Company serves on the board of directors of a third-party payor that does business with the Company in the normal course of providing services to patients. Net revenue from this third-party payor was approximately 1.0% of the Company’s consolidated net revenue during the three months ended March 31, 2026 and 2025. As of March 31, 2026 and December 31, 2025, the Company had an immaterial outstanding accounts receivable balance from this third-party payor.
A director of the Company is an employee of a beneficial owner of more than 5% of the Company’s Common Stock as of March 31, 2026. This beneficial owner is also a minority shareholder of a vendor that provides medical equipment and supplies to the Company in the normal course of business. Payments to this vendor were approximately $23.6 million and $26.9 million for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026 and December 31, 2025, the Company had an immaterial outstanding accounts payable balance to this vendor.
(17) Subsequent Events
The Company evaluated subsequent events for the period from March 31, 2026 through the date that the Company’s consolidated financial statements were available to be issued. There were no subsequent events requiring adjustment to the Company’s consolidated financial statements or additional disclosure, other than as discussed in Note 10, Debt.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with AdaptHealth Corp.’s (“AdaptHealth” or the “Company”) consolidated financial statements and the accompanying notes included in this report. All amounts presented are in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), except as noted. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from management’s expectations. Factors that could cause such differences include, but are not limited to, those discussed in Item 1A, “Risk Factors”, in our 2025 Annual Report on Form 10-K filed with the SEC on February 24, 2026. Certain amounts that appear in this section may not sum due to rounding.
AdaptHealth Corp. Overview
AdaptHealth is a national leader in providing patient-centered, healthcare-at-home solutions including home medical equipment ("HME"), medical supplies, and related services. The Company operates under four reportable segments that align with its product categories: (i) Sleep Health, (ii) Respiratory Health, (iii) Diabetes Health, and (iv) Wellness at Home. A description of the products and services provided within each of the Company’s four reportable segments is provided below.
Sleep Health
The Sleep Health segment provides sleep therapy equipment, supplies and related services (including continuous positive airway pressure and BiLevel services) to individuals for the treatment of obstructive sleep apnea.
Respiratory Health
The Respiratory Health segment provides oxygen and home mechanical ventilation equipment and supplies and related chronic therapy services to individuals for the treatment of respiratory diseases, such as chronic obstructive pulmonary disease and chronic respiratory failure.
Diabetes Health
The Diabetes Health segment provides medical devices, including continuous glucose monitors and insulin pumps, and related services to patients for the treatment of diabetes.
Wellness at Home
The Wellness at Home segment provides home medical equipment and services to patients in their homes including those who have been discharged from acute care and other facilities. The segment tailors a service model to patients who are adjusting to new lifestyles or navigating complex disease states by providing essential medical supplies and durable medical equipment.
The Company services beneficiaries of Medicare, Medicaid and commercial insurance payors. As of March 31, 2026, AdaptHealth serviced approximately 4.5 million patients annually in all 50 states through its network of approximately 670 locations in 48 states. The Company’s principal executive offices are located at 555 East North Lane, Suite 5075, Conshohocken, Pennsylvania 19428.
Impact of Inflation
The cost to manufacture and distribute the equipment and products that AdaptHealth purchases from vendors and provides to patients is influenced by the cost of materials, labor, shipping, and transportation, including fuel costs. Current and future inflationary effects may be driven by, among other things, general inflationary cost increases, supply chain disruptions and governmental stimulus or fiscal policies, as well as the impact of the war with Iran on fuel prices. Increases in inflation could impact the overall demand for AdaptHealth’s products and services, availability of materials, its costs for labor, equipment and products, shipping, fuel, warehousing and other operational overhead and the margins it is able to realize on its products, all of which could have an adverse impact on AdaptHealth’s business, financial position, results of operations and cash flows. Additionally, it is not certain whether AdaptHealth would be able to pass increased costs onto customers to offset inflationary pressures. AdaptHealth has experienced inflationary pressure and higher costs as a result of
increased cost of materials, labor, shipping and transportation. Although there have been increases in inflation and costs, AdaptHealth cannot predict whether these trends will continue. AdaptHealth’s mitigation efforts relating to these inflationary pressures and costs include utilizing AdaptHealth’s purchasing power in negotiations with vendors and the increased use of technology to drive operating efficiencies and control costs, such as AdaptHealth’s digital platform for prescriptions, orders and delivery.
Key Components of Operating Results
Net Revenue. Net revenue is recognized for services and related products that AdaptHealth provides to patients for healthcare-at-home solutions including HME, medical supplies and related services. Revenues are recognized either at a point in time for the sale of supplies and consumables, over the service period for equipment rental (including, but not limited to, positive airway pressure ("PAP") machines, hospital beds, wheelchairs and other equipment), net of implicit price concessions for amounts estimated to be received from patients or under reimbursement arrangements with Medicare, Medicaid and other third-party payors, including private insurers, or in the month in which eligible members are entitled to receive healthcare services in connection with at-risk capitation arrangements. Certain trends or uncertainties that may have a material impact on revenue growth and operating results include the Company's ability to obtain new at-risk capitation arrangements, new patient starts and to generate referrals from patient referral sources and the ability to meet the increased demand considering inflationary pressures.
Cost of Net Revenue. Cost of net revenue primarily includes the cost of non-capitalized medical equipment and supplies, distribution expenses, labor costs, facilities and vehicle rental costs, and depreciation for capitalized patient equipment. Distribution expenses represent the cost incurred to coordinate and deliver products and services to the patients. Included in distribution expenses are leasing, maintenance, licensing and fuel costs for the vehicle fleet; salaries, benefits and other costs related to drivers and dispatch personnel; and amounts paid to couriers.
General and Administrative Expenses. General and administrative expenses consist of corporate support costs including revenue cycle management costs, information technology, human resources, finance, contracting, legal, compliance, equity-based compensation, and other administrative costs.
Depreciation and Amortization, Excluding Patient Equipment Depreciation. Depreciation expense includes depreciation charges for capital assets other than patient equipment (which is included as part of the cost of net revenue). Amortization expense includes amortization of identifiable intangible assets.
Factors Affecting AdaptHealth’s Operating Results
AdaptHealth’s operating results and financial performance are influenced by certain unique events during the periods discussed herein, including the following:
Seasonality
AdaptHealth’s business experiences some seasonality. Its patients are generally responsible for a greater percentage of the cost of their treatment or therapy during the early months of the year due to co-insurance, co-payments and deductibles, and therefore may defer treatment and services of certain therapies until meeting their annual deductibles. In addition, changes to employer insurance coverage often go into effect at the beginning of each calendar year which may impact eligibility requirements and delay or defer treatment. Also, net revenue generated by AdaptHealth's Diabetes Health segment is typically higher in the fourth quarter compared to the earlier part of the year due to the timing of when patients meet their annual deductibles and their associated reordering patterns. These factors may lead to lower net revenue and cash flow in the early part of the year versus the latter half of the year. Additionally, the increased incidence of respiratory infections during the winter season may result in initiation of additional respiratory services such as oxygen therapy for certain patient populations, which could impact the timing of revenue generated by AdaptHealth's Respiratory Health segment. AdaptHealth’s quarterly operating results may fluctuate significantly in the future depending on these and other factors.
Key Business Metrics
AdaptHealth focuses on Net revenue, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and free cash flow as it reviews its performance. Refer to EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and free cash flow included in the non-GAAP measures section below.
Total net revenue is comprised of net sales revenue, net revenue from fixed monthly equipment reimbursements, and net revenue from capitated revenue arrangements. Net sales revenue consists of revenue recognized at a point in time for the sale of supplies and consumables. Net revenue from fixed monthly equipment reimbursements consists of revenue recognized over the service period for equipment (including, but not limited to, PAP machines, oxygen concentrators, ventilators, hospital beds, wheelchairs and other equipment). Net revenue from capitated revenue arrangements consists of revenue recognized in the month in which eligible members are entitled to receive healthcare services in connection with at-risk capitation arrangements.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended |
| | March 31, 2026 | | March 31, 2025 |
Net Revenue (in thousands, except revenue percentages) | | Dollars | | Revenue Percentage | | Dollars | | Revenue Percentage |
| | (Unaudited) |
| Net sales revenue: | | | | | | | | |
| Sleep Health | | $ | 251,753 | | | 30.7 | % | | $ | 241,171 | | | 31.0 | % |
| Respiratory Health | | 8,257 | | | 1.0 | % | | 8,261 | | | 1.1 | % |
| Diabetes Health | | 136,622 | | | 16.7 | % | | 134,386 | | | 17.3 | % |
| Wellness at Home | | 75,812 | | | 9.2 | % | | 111,704 | | | 14.3 | % |
| Total net sales revenue | | $ | 472,444 | | | 57.6 | % | | $ | 495,522 | | | 63.7 | % |
| | | | | | | | |
| Net revenue from fixed monthly equipment reimbursements: | | | | | | | | |
| Sleep Health | | $ | 81,624 | | | 10.0 | % | | $ | 67,541 | | | 8.7 | % |
| Respiratory Health | | 146,759 | | | 17.9 | % | | 142,174 | | | 18.3 | % |
| Diabetes Health | | 3,574 | | | 0.4 | % | | 2,834 | | | 0.4 | % |
| Wellness at Home | | 40,471 | | | 4.9 | % | | 36,986 | | | 4.7 | % |
| Total net revenue from fixed monthly equipment reimbursements | | $ | 272,428 | | | 33.2 | % | | $ | 249,535 | | | 32.1 | % |
| | | | | | | | |
| Net revenue from capitated revenue arrangements: | | | | | | | | |
| Sleep Health | | $ | 25,118 | | | 3.0 | % | | $ | 7,639 | | | 1.0 | % |
| Respiratory Health | | 23,124 | | | 2.8 | % | | 15,046 | | | 1.9 | % |
| Diabetes Health | | 1,970 | | | 0.3 | % | | 1,624 | | | 0.2 | % |
| Wellness at Home | | 24,715 | | | 3.1 | % | | 8,516 | | | 1.1 | % |
| Total net revenue from capitated revenue arrangements | | $ | 74,927 | | | 9.2 | % | | $ | 32,825 | | | 4.2 | % |
| | | | | | | | |
| Total net revenue: | | | | | | | | |
| Sleep Health | | $ | 358,495 | | | 43.7 | % | | $ | 316,351 | | | 40.7 | % |
| Respiratory Health | | 178,140 | | | 21.7 | % | | 165,481 | | | 21.3 | % |
| Diabetes Health | | 142,166 | | | 17.4 | % | | 138,844 | | | 17.9 | % |
| Wellness at Home | | 140,998 | | | 17.2 | % | | 157,206 | | | 20.1 | % |
| Total net revenue | | $ | 819,799 | | | 100.0 | % | | $ | 777,882 | | | 100.0 | % |
Results of Operations
Comparison of Three Months Ended March 31, 2026 and Three Months Ended March 31, 2025.
The following table summarizes AdaptHealth’s consolidated results of operations for the three months ended March 31, 2026 and 2025:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, | | | | |
| | 2026 | | 2025 | | | | |
| | Dollars | | Revenue Percentage | | Dollars | | Revenue Percentage | | Increase/(Decrease) |
| (in thousands, except percentages) | | | | | | Dollars | | Percentage |
| | (Unaudited) |
| Net revenue | | $ | 819,799 | | | 100.0% | | $ | 777,882 | | | 100.0% | | $ | 41,917 | | | 5.4% |
| Costs and expenses: | | | | | | | | | | | | |
| Cost of net revenue | | 708,298 | | | 86.4% | | 657,444 | | | 84.5% | | 50,854 | | | 7.7% |
| General and administrative expenses | | 95,908 | | | 11.7% | | 86,854 | | | 11.2% | | 9,054 | | | 10.4% |
| Depreciation and amortization, excluding patient equipment depreciation | | 10,104 | | | 1.2% | | 10,414 | | | 1.3% | | (310) | | | (3.0)% |
| Total costs and expenses | | 814,310 | | | 99.3% | | 754,712 | | | 97.0% | | 59,598 | | | 7.9% |
| Operating income | | 5,489 | | | 0.7% | | 23,170 | | | 3.0% | | (17,681) | | | (76.3) | % |
| Interest expense, net | | 25,594 | | | 3.1% | | 28,399 | | | 3.7 | % | | (2,805) | | | (9.9)% |
| Loss before income taxes | | (20,105) | | | (2.5)% | | (5,229) | | | (0.7)% | | (14,876) | | | 284.5 | % |
| Income tax (benefit) expense | | (5,232) | | | (0.6)% | | 850 | | | 0.1% | | (6,082) | | | (715.5)% |
| Net loss | | (14,873) | | | (1.8)% | | (6,079) | | | (0.8)% | | (8,794) | | | 144.7 | % |
| Income attributable to noncontrolling interest | | 1,167 | | | 0.2% | | 1,128 | | | 0.1% | | 39 | | | 3.5% |
| Net loss attributable to AdaptHealth Corp. | | $ | (16,040) | | | (2.0)% | | $ | (7,207) | | | (0.9)% | | $ | (8,833) | | | 122.6 | % |
Net Revenue.
The comparability of AdaptHealth's net revenue between periods was impacted by certain factors as described below. The table below presents the items that impacted the change in AdaptHealth's net revenue between periods.
| | | | | | | | | | | | | | |
| | Three Months Ended March 31, |
| | Variance 2026 vs. 2025 |
| (in thousands, except percentages) | | $ | | % |
| Revenue change driver: | | (Unaudited) |
| Organic revenue (a) | | $ | 71,122 | | | 9.1 | % |
| Acquisition (b) | | 6,587 | | | 0.9 | % |
| Disposition (c) | | (35,792) | | | (4.6) | % |
| Total change in net revenue | | $ | 41,917 | | | 5.4 | % |
(a) All changes in reported net revenue from the comparable period presented excluding the impacts from acquisition (b) and disposition (c).
(b) The change in net revenue attributable to businesses and/or assets AdaptHealth has owned for less than one year based on the month of acquisition. This excludes the acquisition of assets from previous providers to facilitate the transition of patients related to newly awarded at-risk capitated contracts, since the revenue related to these agreements is earned organically.
(c) Net revenue generated in the comparative prior year period from divested product lines, services, and/or businesses for which there is no revenue recognized in the comparative months within the current period presented.
Net revenue from AdaptHealth's Sleep Health segment increased by $42.1 million, or 13.3%, for the three months ended March 31, 2026 compared to the prior year period, primarily due to an increase in net revenue attributable to the capitated contract that was entered into in 2025. The increase was also attributable to increased net sales revenue primarily from higher patient census from sales of PAP resupply products, as well as increased net revenue from fixed monthly equipment reimbursements from higher sleep rental products. Net revenue from AdaptHealth's Respiratory Health segment increased by $12.7 million, or 7.6%, for the three months ended March 31, 2026 compared to the prior year period, mainly due to an increase in capitated revenue arrangements primarily related to the capitated contract that was entered into in 2025, as well as higher fixed monthly equipment reimbursements from higher patient census for oxygen equipment products. Net revenue from AdaptHealth's Diabetes Health segment increased by $3.3 million, or 2.4%, for the three months ended March 31, 2026 compared to the prior year period, primarily due to higher net sales revenue as a result of growth in insulin pump and supplies patient census, offset by lower CGM patient census. Net revenue from AdaptHealth's Wellness at Home segment decreased by $16.2 million, or 10.3% for the three months ended March 31, 2026 compared to the prior year period, primarily due to decreased revenues from the disposition of certain incontinence and infusion businesses during 2025, partially offset by increased revenues from capitated revenue arrangements primarily related to the capitated contract that was entered into in 2025.
For the three months ended March 31, 2026, net sales revenue comprised 57.6% of total net revenue, compared to 63.7% of total net revenue for the three months ended March 31, 2025. For the three months ended March 31, 2026 and March 31, 2025, net revenue from fixed monthly equipment reimbursements comprised 33.2% and 32.1%, respectively, of total net revenue. For the three months ended March 31, 2026, net revenue from capitated revenue arrangements comprised 9.2% of total net revenue, compared to 4.2% of total net revenue for the three months ended March 31, 2025.
Cost of Net Revenue.
The following table summarizes cost of net revenue for the three months ended March 31, 2026 and 2025:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, | | | | |
| | 2026 | | 2025 | | | | |
| | Dollars | | Revenue Percentage | | Dollars | | Revenue Percentage | | Increase/(Decrease) |
| (in thousands, except percentages) | | | | | | Dollars | | Percentage |
| | (Unaudited) |
| Costs of net revenue: | | | | | | | | | | | | |
| Cost of products and supplies | | $ | 324,163 | | | 39.5 | % | | $ | 326,876 | | | 42.0 | % | | $ | (2,713) | | | (0.8) | % |
| Salaries, labor and benefits | | 212,585 | | | 25.9 | % | | 183,524 | | | 23.6 | % | | 29,061 | | | 15.8 | % |
| Patient equipment depreciation | | 96,365 | | | 11.8 | % | | 83,931 | | | 10.8 | % | | 12,434 | | | 14.8 | % |
| Rent and occupancy | | 21,604 | | | 2.6 | % | | 20,221 | | | 2.6 | % | | 1,383 | | | 6.8 | % |
| Other operating expenses | | 53,581 | | | 6.6 | % | | 42,892 | | | 5.5 | % | | 10,689 | | | 24.9 | % |
| Total cost of net revenue | | $ | 708,298 | | | 86.4 | % | | $ | 657,444 | | | 84.5 | % | | $ | 50,854 | | | 7.7 | % |
Cost of net revenue for the three months ended March 31, 2026 and 2025 was $708.3 million and $657.4 million, respectively, an increase of $50.9 million or 7.7%. Refer to the section below titled “Segment Results of Operations” for a discussion of the changes in cost of products and supplies, salaries, labor and benefits, and rent and other operating expenses. Patient equipment depreciation increased by $12.4 million, due to an increase in patient medical equipment acquired during the three months ended March 31, 2026 primarily to support capitated revenue arrangements.
General and Administrative Expenses. General and administrative expenses for the three months ended March 31, 2026 and 2025 were $95.9 million and $86.9 million respectively, an increase of $9.1 million or 10.4%. This increase is primarily due to higher salaries, labor and benefits, software costs, insurance-related costs, and equity-based compensation, partially offset by lower consulting costs.
Depreciation and amortization, excluding patient equipment depreciation. Depreciation and amortization, excluding patient equipment depreciation, for the three months ended March 31, 2026 and 2025 was $10.1 million and $10.4 million, respectively, a decrease of $0.3 million, primarily related to lower intangible amortization expense.
Interest Expense, net. Interest expense, net for the three months ended March 31, 2026 and 2025 was $25.6 million and $28.4 million, respectively, a decrease of $2.8 million. Interest expense related to AdaptHealth's credit agreement decreased by $3.4 million in 2026 compared to 2025 as a result of lower average outstanding borrowings in 2026 compared to 2025, and to a lesser extent, lower interest rates. This decrease was partially offset by the impact from AdaptHealth's interest rate swap agreements, which reduced interest expense by $0.1 million and $0.9 million in 2026 and 2025, respectively.
Income Tax Benefit / Expense. Income tax benefit for the three months ended March 31, 2026 was $5.2 million compared to income tax expense of $0.9 million for the three months ended March 31, 2025. The decrease in income tax expense was primarily due to lower pre-tax income.
Organic Revenue
AdaptHealth uses organic revenue (as defined below), which is a financial measure that is not in accordance with generally accepted accounting principles in the United States, or U.S. GAAP, to analyze its financial results and believes that it is useful to investors, as a supplement to U.S. GAAP measures. The change in net revenue from organic revenue is reported as organic revenue as a percentage of prior period total reported net revenue. Management believes organic revenue is meaningful to investors as it provides appropriate visibility into how AdaptHealth changes organically—that is, within its existing operations using its own resources.
Organic revenue is defined as all changes in reported net revenues from the comparable period presented, excluding: (1) increases in net revenue in the current period from acquisitions attributable to businesses and/or assets AdaptHealth has owned for less than one year based on the month of acquisition. This excludes the acquisition of assets from previous providers to facilitate the transition of patients related to newly awarded at-risk capitated contracts, since the revenue related to these agreements is earned organically (“Acquisition”); and (2) decreases in net revenue from dispositions existing in the prior period from divested product lines, services, and/or businesses for which there is no revenue recognized in the current period (“Disposition”).
EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin
AdaptHealth uses EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin, which are financial measures that are not in accordance with generally accepted accounting principles in the United States, or U.S. GAAP, to analyze its financial results and believes that they are useful to investors, as a supplement to U.S. GAAP measures. In addition, AdaptHealth’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.
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, including patient equipment depreciation.
AdaptHealth defines Adjusted EBITDA as EBITDA (as defined above), plus equity-based compensation expense, litigation settlement expense, and other non-recurring items of expense or income.
AdaptHealth defines Adjusted EBITDA Margin as Adjusted EBITDA (as defined above) as a percentage of net revenue.
AdaptHealth believes Adjusted EBITDA and Adjusted EBITDA Margin are useful to investors in evaluating AdaptHealth’s financial performance. AdaptHealth uses Adjusted EBITDA as the profitability measure in its incentive compensation plans that have a profitability component and to evaluate acquisition opportunities, where it is most often used for purposes of contingent consideration arrangements.
EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin should not be considered as measures of financial performance under U.S. GAAP, and the items excluded from EBITDA and Adjusted EBITDA are significant components in understanding and assessing financial performance. Accordingly, these key business metrics have limitations as an analytical tool. They should not be considered as an alternative to net income or any other performance measures derived in accordance with U.S. GAAP or as an alternative to cash flows from operating activities as a measure of AdaptHealth’s liquidity.
The following unaudited table presents the reconciliation of net loss attributable to AdaptHealth Corp. to EBITDA and Adjusted EBITDA, and the reconciliation of net loss attributable to AdaptHealth Corp. as a percentage of net revenue to Adjusted EBITDA Margin, for the three months ended March 31, 2026 and 2025:
| | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, |
| | 2026 | | 2025 |
| (in thousands, except percentages) | | Dollars | Revenue Percentage | | Dollars | Revenue Percentage |
| | (Unaudited) |
| Net loss attributable to AdaptHealth Corp. | | $ | (16,040) | (2.0)% | | $ | (7,207) | (0.9)% |
| Income attributable to noncontrolling interest | | 1,167 | 0.2% | | 1,128 | 0.1% |
| Interest expense, net | | 25,594 | 3.1% | | 28,399 | 3.7% |
| Income tax (benefit) expense | | (5,232) | (0.6)% | | 850 | 0.1% |
| Depreciation and amortization, including patient equipment depreciation | | 106,469 | 13.0% | | 94,345 | 12.1% |
| EBITDA | | 111,958 | 13.7% | | 117,515 | 15.1% |
| Equity-based compensation expense (a) | | 6,532 | 0.8% | | 5,296 | 0.7% |
| Litigation settlement expense (b) | | 500 | 0.1% | | — | —% |
| Other non-recurring expenses, net (c) | | 2,203 | 0.2% | | 5,127 | 0.6% |
| Adjusted EBITDA | | $ | 121,193 | 14.8% | | $ | 127,938 | 16.4% |
| Adjusted EBITDA Margin | | | 14.8% | | | 16.4% |
(a)Represents equity-based compensation expense for awards granted to employees and non-employee directors.
(b)Represents an estimated expense to settle a shareholder derivative complaint.
(c)The 2026 period consists of $1.6 million of consulting expenses associated with asset dispositions and $0.9 million of transaction costs associated with acquisitions, partially offset by $0.3 million of other net non-recurring income. The 2025 period consists of $2.3 million of consulting expenses associated with asset dispositions, $1.6 million of consulting expenses associated with systems implementation activities, and $1.2 million of other non-recurring expenses.
Segment Results of Operations
Operating segments are defined as components of a public entity for which discrete financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”) for purposes of allocating resources and evaluating financial performance. AdaptHealth’s CODM is its Chief Executive Officer. AdaptHealth operates under four reportable segments that align with its product categories: (i) Sleep Health, (ii) Respiratory Health, (iii) Diabetes Health, and (iv) Wellness at Home.
The CODM evaluates performance of the reportable segments based on Adjusted EBITDA. Refer to the section above titled “EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin” for the Company’s definition of Adjusted EBITDA.
Comparison of Three Months Ended March 31, 2026 and Three Months Ended March 31, 2025.
The following table summarizes the performance of the Company’s reportable segments for the three months ended March 31, 2026 and 2025:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, |
| | 2026 | | 2025 |
| (in thousands) | | Net Revenue | | Adjusted EBITDA | | Net Revenue | | Adjusted EBITDA |
| | (Unaudited) |
| Sleep Health | | $ | 358,495 | | $ | 62,697 | | $ | 316,351 | | $ | 63,627 |
| Respiratory Health | | 178,140 | | 50,041 | | 165,481 | | 45,478 |
| Diabetes Health | | 142,166 | | 4,141 | | 138,844 | | 6,388 |
| Wellness at Home | | 140,998 | | 4,314 | | 157,206 | | 12,445 |
| Consolidated Totals (a) | | $ | 819,799 | | $ | 121,193 | | $ | 777,882 | | $ | 127,938 |
(a) See Note 5, Segment Information, in the accompanying notes to the interim consolidated financial statements for the three months ended March 31, 2026 and 2025 for a reconciliation of consolidated Adjusted EBITDA to consolidated loss before income taxes.
Sleep Health Segment
The following table summarizes the Sleep Health segment’s performance for the three months ended March 31, 2026 and 2025:
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Increase/(Decrease) |
| Three Months Ended March 31, | 2026 vs. 2025 |
| (in thousands, except percentages) | 2026 | | 2025 | | Dollars | | Percentage |
| (Unaudited) |
| Net revenue | $ | 358,495 | | | $ | 316,351 | | | $ | 42,144 | | | 13.3 | % |
| Less: | | | | | | | |
| Cost of products and supplies (1) | 114,337 | | | 108,199 | | | 6,138 | | | 5.7 | % |
| Labor cost (1) | 102,671 | | | 80,720 | | | 21,951 | | | 27.2 | % |
| Other operating expenses (1) | 41,060 | | | 32,805 | | | 8,255 | | | 25.2 | % |
| Other segment items (2) | 37,730 | | | 31,000 | | | 6,730 | | | 21.7 | % |
| Adjusted EBITDA | $ | 62,697 | | | $ | 63,627 | | | $ | (930) | | | (1.5) | % |
| Adjusted EBITDA Margin | 17.5% | | 20.1% | | | | |
| | | | | | | |
| Patient equipment depreciation | $ | 44,460 | | | $ | 38,205 | | | $ | 6,255 | | | 16.4 | % |
(1) Represents the significant segment expense categories disclosed in Note 5, Segment Information, in the accompanying notes to the interim consolidated financial statements for the three months ended March 31, 2026 and 2025.
(2) Other segment items include allocated costs related to various general and administrative functions, such as revenue cycle management (including billing and collections), customer service, technology and communications, sales and marketing, accounting and finance, executive administration, human resources, information technology and legal and compliance.
Net Revenue
Net revenue from the Sleep Health segment increased by $42.1 million, or 13.3%, for the three months ended March 31, 2026 compared to the prior year period, primarily due to an increase in net revenue from capitated revenue arrangements as a result of an agreement entered into in the third quarter of 2025. The increase was also attributable to increased net sales revenue primarily from higher patient census from sales of PAP resupply products, as well as increased net revenue from fixed monthly equipment reimbursements from higher sleep rental products.
Adjusted EBITDA
Adjusted EBITDA from the Sleep Health segment decreased slightly by $0.9 million or 1.5%, for the three months ended March 31, 2026 compared to the prior year period, primarily due to higher net revenue (as discussed above), offset by increased costs and expenses. The increase in the cost of products and supplies was primarily due to an increase in sales revenue and general inflationary cost increases. The increase in labor cost was primarily due to increased headcount, including variable labor to support a capitated revenue agreement entered into in the third quarter of 2025, as well as increases from merit and benefits costs, and inflationary increases. The increase in other operating expenses was primarily due to higher distribution-related expenses, facilities costs and marketing and advertising costs. The increase in other segment items was due to an increase in general and administrative expenses that were allocated to the segment.
Respiratory Health Segment
The following table summarizes the Respiratory Health segment’s performance for the three months ended March 31, 2026 and 2025:
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Increase/(Decrease) |
| Three Months Ended March 31, | 2026 vs. 2025 |
| (in thousands, except percentages) | 2026 | | 2025 | | Dollars | | Percentage |
| (Unaudited) |
| Net revenue | $ | 178,140 | | | $ | 165,481 | | | $ | 12,659 | | | 7.6 | % |
| Less: | | | | | | | |
| Cost of products and supplies (1) | 34,921 | | | 34,054 | | | 867 | | | 2.5 | % |
| Labor cost (1) | 55,238 | | | 54,059 | | | 1,179 | | | 2.2 | % |
| Other operating expenses (1) | 18,302 | | | 14,826 | | | 3,476 | | | 23.4 | % |
| Other segment items (2) | 19,638 | | | 17,064 | | | 2,574 | | | 15.1 | % |
| Adjusted EBITDA | $ | 50,041 | | | $ | 45,478 | | | $ | 4,563 | | | 10.0 | % |
| Adjusted EBITDA Margin | 28.1% | | 27.5% | | | | |
| | | | | | | |
| Patient equipment depreciation | $ | 33,057 | | | $ | 31,116 | | | $ | 1,941 | | | 6.2 | % |
(1) Represents the significant segment expense categories disclosed in Note 5, Segment Information, in the accompanying notes to the interim consolidated financial statements for the three months ended March 31, 2026 and 2025.
(2) Other segment items include allocated costs related to various general and administrative functions, such as revenue cycle management (including billing and collections), customer service, technology and communications, sales and marketing, accounting and finance, executive administration, human resources, information technology and legal and compliance.
Net Revenue
Net revenue from the Respiratory Health segment increased by $12.7 million, or 7.6%, for the three months ended March 31, 2026 compared to the prior year period, primarily due to an increase in net revenue from capitated revenue
arrangements as a result of an agreement entered into in the third quarter of 2025, as well as higher fixed monthly equipment reimbursements from higher patient census for oxygen equipment products.
Adjusted EBITDA
Adjusted EBITDA from the Respiratory Health segment increased by $4.6 million or 10.0%, for the three months ended March 31, 2026 compared to the prior year period, due to higher net revenue (as discussed above), partially offset by increased costs and expenses. The increase in cost of products and supplies was primarily due to higher patient census for oxygen equipment products and general inflationary cost increases. The increase in labor cost was primarily due to increased headcount, including variable labor to support a capitated revenue agreement entered into in the third quarter of 2025, as well as increases from merit and benefits costs, and inflationary increases. The increase in other operating expenses was primarily due to higher distribution-related expenses, facilities costs and marketing and advertising costs. The increase in other segment items was due to an increase in general and administrative expenses that were allocated to the segment.
Diabetes Health Segment
The following table summarizes the Diabetes Health segment’s performance for the three months ended March 31, 2026 and 2025:
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Increase/(Decrease) |
| Three Months Ended March 31, | 2026 vs. 2025 |
| (in thousands, except percentages) | 2026 | | 2025 | | Dollars | | Percentage |
| (Unaudited) |
| Net revenue | $ | 142,166 | | | $ | 138,844 | | | $ | 3,322 | | | 2.4 | % |
| Less: | | | | | | | |
| Cost of products and supplies (1) | 106,957 | | | 104,069 | | | 2,888 | | | 2.8 | % |
| Labor cost (1) | 14,468 | | | 12,977 | | | 1,491 | | | 11.5 | % |
| Other operating expenses (1) | 2,132 | | | 1,856 | | | 276 | | | 14.9 | % |
| Other segment items (2) | 14,468 | | | 13,554 | | | 914 | | | 6.7 | % |
| Adjusted EBITDA | $ | 4,141 | | | $ | 6,388 | | | $ | (2,247) | | | (35.2) | % |
| Adjusted EBITDA Margin | 2.9% | | 4.6% | | | | |
| | | | | | | |
| Patient equipment depreciation | $ | 2,634 | | | $ | 2,270 | | | $ | 364 | | | 16.0 | % |
(1) Represents the significant segment expense categories disclosed in Note 5, Segment Information, in the accompanying notes to the interim consolidated financial statements for the three months ended March 31, 2026 and 2025.
(2) Other segment items include allocated costs related to various general and administrative functions, such as revenue cycle management (including billing and collections), customer service, technology and communications, sales and marketing, accounting and finance, executive administration, human resources, information technology and legal and compliance.
Net Revenue
Net revenue from the Diabetes Health segment increased by $3.3 million, or 2.4%, for the three months ended March 31, 2026 compared to the prior year period, primarily due to growth in patient census for insulin pumps and supplies, partially offset by lower CGM patient census.
Adjusted EBITDA
Adjusted EBITDA from the Diabetes Health segment decreased by $2.2 million or 35.2%, for the three months ended March 31, 2026 compared to the prior year period, due to increased costs and expenses, partially offset by higher net revenue (as discussed above). The increase in the cost of products and supplies was primarily due to growth in patient census for insulin pumps and supplies, and general inflationary cost increases, partially offset by lower CGM patient census. The increase in labor cost was primarily due to merit and inflationary increases, and increased benefits costs. The increase in other segment items was due to an increase in general and administrative expenses that were allocated to the segment.
Wellness at Home Segment
The following table summarizes the Wellness at Home segment’s performance for the three months ended March 31, 2026 and 2025:
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Increase/(Decrease) |
| Three Months Ended March 31, | 2026 vs. 2025 |
| (in thousands, except percentages) | 2026 | | 2025 | | Dollars | | Percentage |
| (Unaudited) |
| Net revenue | $ | 140,998 | | | $ | 157,206 | | | $ | (16,208) | | | (10.3) | % |
| Less: | | | | | | | |
| Cost of products and supplies (1) | 67,948 | | | 80,554 | | | (12,606) | | | (15.6) | % |
| Labor cost (1) | 39,329 | | | 34,547 | | | 4,782 | | | 13.8 | % |
| Other operating expenses (1) | 13,616 | | | 13,569 | | | 47 | | | 0.3 | % |
| Other segment items (2) | 15,791 | | | 16,091 | | | (300) | | | (1.9) | % |
| Adjusted EBITDA | $ | 4,314 | | | $ | 12,445 | | | $ | (8,131) | | | (65.3) | % |
| Adjusted EBITDA Margin | 3.1% | | 7.9% | | | | |
| | | | | | | |
| Patient equipment depreciation | $ | 16,214 | | | $ | 12,340 | | | $ | 3,874 | | | 31.4 | % |
(1) Represents the significant segment expense categories disclosed in Note 5, Segment Information, in the accompanying notes to the interim consolidated financial statements for the three months ended March 31, 2026 and 2025.
(2) Other segment items include allocated costs related to various general and administrative functions, such as revenue cycle management (including billing and collections), customer service, technology and communications, sales and marketing, accounting and finance, executive administration, human resources, information technology and legal and compliance.
Net Revenue
Net revenue from the Wellness at Home segment decreased by $16.2 million, or 10.3%, for the three months ended March 31, 2026 compared to the prior year period, primarily due to decreased revenues from the disposition of certain incontinence and infusion businesses during 2025, which combined reduced net revenue by $35.8 million, partially offset by an increase in net revenue from capitated revenue arrangements as a result of an agreement entered into in the third quarter of 2025.
Adjusted EBITDA
Adjusted EBITDA from the Wellness at Home segment decreased by $8.1 million or 65.3%, for the three months ended March 31, 2026 compared to the prior year period, due to lower net revenue (as discussed above), partially offset by lower costs and expenses. The decrease in the cost of products and supplies was primarily due to the disposition of certain incontinence and infusion businesses during 2025, partially offset by an increase in costs from a capitated revenue agreement entered into in the third quarter of 2025. The increase in labor cost was primarily due to increased headcount to support a
capitated revenue agreement entered into in the third quarter of 2025, partially offset by a reduction in labor cost due to the disposition of certain incontinence and infusion businesses during 2025.
Free Cash Flow
AdaptHealth uses free cash flow, which is a financial measure that is not in accordance with U.S. GAAP, in its operational and financial decision-making and believes free cash flow is useful to investors because similar measures are frequently used by securities analysts, investors, ratings agencies and other interested parties to evaluate AdaptHealth's competitors and to measure the ability of companies to service their debt. AdaptHealth's presentation of free cash flow should not be construed as a measure of liquidity or discretionary cash available to AdaptHealth to fund its cash needs, including investing in the growth of its business and meeting its obligations.
Free cash flow should not be considered as a measure of financial performance under U.S. GAAP. Accordingly, this key business metric has limitations as an analytical tool. It should not be considered as an alternative to any performance measures derived in accordance with U.S. GAAP or as an alternative to cash flows from operating activities as a measure of AdaptHealth’s liquidity.
AdaptHealth defines free cash flow as net cash provided by operating activities less cash paid for purchases of equipment and other fixed assets. For further discussion on free cash flow, including a reconciliation from cash flows provided by operating activities, see Liquidity and Capital Resources - Free Cash Flow below.
Liquidity and Capital Resources
AdaptHealth’s principal sources of liquidity are its operating cash flows, borrowings under its credit agreements and other debt arrangements. AdaptHealth has used these funds to meet its capital requirements, which primarily consist of capital expenditures including patient equipment, product and supply costs, salaries, labor, benefits and other employee-related costs, third-party customer service, billing and collections and logistics costs, acquisitions, debt service, and to fund share repurchases. AdaptHealth’s future capital expenditure requirements will depend on many factors, including its patient volume and revenue growth rates.
AdaptHealth’s capital expenditures are made in advance of patients beginning service. Certain operating costs are incurred at the beginning of the equipment service period and during initial patient set-up.
AdaptHealth believes that its expected operating cash flows, together with its existing cash and amounts available under its existing credit agreement, will continue to be sufficient to fund its operations and growth strategies for at least the next twelve months.
AdaptHealth may seek additional equity or debt financing in connection with the growth of its business, primarily for acquisitions. In addition, economic conditions may cause disruption in the capital markets, which could make financing more difficult and/or expensive. In the event that additional financing is required from outside sources, AdaptHealth may not be able to raise it on acceptable terms or at all. If additional capital is unavailable when desired, AdaptHealth’s business, results of operations, and financial condition could be materially adversely affected.
As of March 31, 2026, AdaptHealth had $48.0 million of cash.
On September 13, 2024, AdaptHealth entered into an amendment to its then existing credit agreement (as amended, the "2024 Credit Agreement"). The 2024 Credit Agreement included a $650 million term loan (the “2024 Term Loan”), and $300 million in revolving credit commitments with a $55 million letter of credit sublimit (the “2024 Revolver”). At March 31, 2026, there was $26.3 million outstanding under letters of credit. At March 31, 2026, based on the financial debt covenants under the 2024 Credit Agreement, the maximum amount AdaptHealth could have borrowed under the 2024 Revolver and remain in compliance with the financial debt covenants under the agreement was $173.7 million.
Under the 2024 Credit Agreement, AdaptHealth was subject to a number of restrictive covenants that, among other things, imposed operating and financial restrictions on AdaptHealth. Financial covenants included a Consolidated Total Leverage Ratio and a Consolidated Interest Coverage Ratio, both as defined in the 2024 Credit Agreement. The 2024 Credit Agreement also contained certain customary events of default, including, among other things, failure to make payments when
due thereunder, failure to observe or perform certain covenants, cross-defaults, bankruptcy and insolvency-related events, and non-compliance with healthcare laws. AdaptHealth was in compliance with the applicable covenants in the 2024 Credit Agreement as of March 31, 2026.
On April 10, 2026, AdaptHealth refinanced its debt borrowings under the 2024 Credit Agreement and entered into a new credit agreement (the "2026 Credit Agreement"). The 2026 Credit Agreement consists of a $325.0 million term loan (the "2026 Term Loan"), a $325.0 million delayed draw term loan (the "2026 Delayed Draw Term Loan"), and $450.0 million in commitments for revolving credit loans with a $75.0 million letter of credit sublimit and a $45.0 million swing line sublimit (the "2026 Revolver", and together with the 2026 Term Loan and the 2026 Delayed Draw Term Loan, the "2026 Credit Facility"). At closing, the Company borrowed $100.0 million under the 2026 Revolver. Borrowings under the 2026 Term Loan and the 2026 Revolver at closing were used in part to repay existing amounts outstanding under the 2024 Credit Agreement, and to pay related fees and expenses. The 2026 Credit Facility has a maturity in April 2031. However, the maturity of the 2026 Credit Facility is subject to a springing maturity date that is 91 days prior to the stated maturity dates of the Company's 6.125% Senior Notes, 4.625% Senior Notes and 5.125% Senior Notes (each as defined below), in each case if more than $150.0 million aggregate principal amount of such senior unsecured notes remains outstanding on such springing maturity date. The borrowings under the 2026 Term Loan requires quarterly principal repayments of $2.0 million beginning September 30, 2026 through June 30, 2028, increasing to $4.1 million beginning September 30, 2028 through March 31, 2031, and the unpaid principal balance is due at maturity in April 2031. Borrowings under the 2026 Revolver may be used for working capital and other general corporate purposes, including for capital expenditures and acquisitions permitted under the 2026 Credit Agreement. As of the date of this filing, there were $100.0 million in borrowings under the 2026 Revolver. Borrowings under the 2026 Delayed Draw Term Loan may be used for refinancing the Company's outstanding 6.125% Senior Notes and/or funding acquisitions permitted under the 2026 Credit Agreement. At the option of the Company, amounts borrowed under the 2026 Credit Facility bear interest at variable rates based upon either the Base Rate (as defined in the 2026 Credit Agreement), payable quarterly, or Term SOFR (as defined in the 2026 Credit Agreement), payable monthly or every three months depending on the interest period selected. Interest periods for Term SOFR loans are available for one, three, or six months at the option of the Company. Base Rate loans accrue interest at a per annum rate equal to the sum of (a) the Base Rate determined on each day (subject to a zero percent floor), plus (b) an applicable margin ranging from 0.125% to 1.0% per annum based on the Company's Consolidated Total Leverage Ratio (as defined in the 2026 Credit Agreement). Term SOFR loans accrue interest at a per annum rate equal to the sum of (a) Term SOFR for the applicable interest period (subject to a zero percent floor), plus (b) an applicable margin ranging from 1.125% to 2.0% per annum based on the Company's Consolidated Total Leverage Ratio. The 2026 Revolver carries a commitment fee during the term of the 2026 Credit Agreement ranging from 0.15% to 0.30% per annum of the actual daily undrawn portion of the 2026 Revolver depending upon the Company's Consolidated Total Leverage Ratio. In addition, the 2026 Delayed Draw Term Loan carries a commitment fee during the term of the 2026 Credit Agreement ranging from 0.15% to 0.30% per annum of the actual daily undrawn portion of the 2026 Delayed Draw Term Loan depending upon the Company's Consolidated Total Leverage Ratio beginning 45 days after closing.
Under the 2026 Credit Agreement, AdaptHealth is subject to a number of restrictive covenants that, among other things, impose operating and financial restrictions on AdaptHealth. Financial covenants include a Consolidated Total Leverage Ratio and a Consolidated Interest Coverage Ratio, both as defined in the 2026 Credit Agreement. The 2026 Credit Agreement also contains certain customary events of default, including, among other things, failure to make payments when due thereunder, failure to observe or perform certain covenants, cross-defaults, bankruptcy and insolvency-related events, and non-compliance with healthcare laws.
Any borrowing under the 2026 Credit Agreement may be repaid, in whole or in part, at any time and from time to time without premium or penalty, other than customary breakage costs, and any amounts repaid under the 2026 Revolver may be reborrowed. Mandatory prepayments are required under the 2026 Revolver when borrowings and letter of credit usage exceed the total commitments for revolving credit loans. Mandatory prepayments are also required in connection with certain dispositions of assets and receipt of certain insurance proceeds or condemnation awards to the extent proceeds thereof are not reinvested, and unpermitted debt transactions.
At March 31, 2026, AdaptHealth LLC had $1,425.0 million aggregate principal amount of unsecured senior notes outstanding. In August 2021, AdaptHealth issued $600.0 million aggregate principal amount of 5.125% senior unsecured notes (the “5.125% Senior Notes”). The 5.125% Senior Notes will mature on March 1, 2030. Interest on the 5.125% Senior Notes is payable on March 1st and September 1st of each year. The 5.125% Senior Notes are redeemable at AdaptHealth’s option, in whole or in part, and the redemption price for the 5.125% Senior Notes if redeemed during the 12 months
beginning (i) March 1, 2026 is 101.281% and (ii) March 1, 2027 and thereafter is 100.000%, in each case together with accrued and unpaid interest. In addition, AdaptHealth may be required to make an offer to purchase the 5.125% Senior Notes upon the sale of certain assets or upon specific kinds of changes of control.
In January 2021, AdaptHealth issued $500.0 million aggregate principal amount of 4.625% senior unsecured notes (the “4.625% Senior Notes”). The 4.625% Senior Notes will mature on August 1, 2029. Interest on the 4.625% Senior Notes is payable on February 1st and August 1st of each year. The 4.625% Senior Notes are redeemable at AdaptHealth’s option, in whole or in part, and the redemption price for the 4.625% Senior Notes is 100.000%, in each case together with accrued and unpaid interest. In addition, AdaptHealth may be required to make an offer to purchase the 4.625% Senior Notes upon the sale of certain assets or upon specific kinds of changes of control.
In July 2020, AdaptHealth issued $350.0 million aggregate principal amount of 6.125% senior unsecured notes (the “6.125% Senior Notes”). In November 2025 and January 2026, AdaptHealth repurchased $15.0 million and $10.0 million aggregate principal amount of the 6.125% Senior Notes at an average price of 100.253% and 100.800% of such principal amounts, respectively, through open market transactions. The outstanding balance under the 6.125% Senior Notes will mature on August 1, 2028. Interest on the 6.125% Senior Notes is payable on February 1st and August 1st of each year. The 6.125% Senior Notes are redeemable at AdaptHealth’s option, in whole or in part, and the redemption price for the 6.125% Senior Notes if redeemed during the 12 months beginning (i) August 1, 2025 is 101.021% and (ii) August 1, 2026 and thereafter is 100.000%, in each case together with accrued and unpaid interest. In addition, AdaptHealth may be required to make an offer to purchase the 6.125% Senior Notes upon the sale of certain assets or upon specific kinds of changes of control.
A $16.5 million income tax receivable is included in prepaid and other current assets in the accompanying consolidated balance sheets as of March 31, 2026. The majority of the Company’s income tax receivable relates to federal corporate income tax refunds, which are expected to be received later in 2026.
AdaptHealth had negative working capital of $55.8 million as of March 31, 2026 and working capital of $16.5 million as of December 31, 2025. A significant portion of AdaptHealth’s current assets consists of accounts receivable from third-party payors that are responsible for payment for the products and services that AdaptHealth provides.
Cash Flow. The following table presents selected data from AdaptHealth’s consolidated statements of cash flows for the three months ended March 31, 2026 and 2025:
| | | | | | | | | | | | | | |
| | Three Months Ended March 31, |
| (in thousands) | | 2026 | | 2025 |
| | (Unaudited) |
| Net cash provided by operating activities | | $ | 93,722 | | | $ | 95,527 | |
| Net cash used in investing activities | | (204,456) | | | (95,585) | |
| Net cash provided by (used in) financing activities | | 52,562 | | | (56,039) | |
| Net decrease in cash | | (58,172) | | | (56,097) | |
| Cash at beginning of period | | 106,136 | | | 109,747 | |
| Cash at end of period | | $ | 47,964 | | | $ | 53,650 | |
Net cash provided by operating activities for the three months ended March 31, 2026 and 2025 was $93.7 million and $95.5 million, respectively, decrease of $1.8 million. The decrease was the result of an $8.8 million increase in net loss, a net increase of $13.2 million in non-cash charges, primarily from depreciation and amortization, equity-based compensation, and the reduction in the carrying amount of operating and finance lease right-of-use assets, partially offset by a decrease in deferred income taxes, and a net $6.2 million decrease resulting from the change in operating assets and liabilities, primarily from the change in accounts receivable, inventory and accounts payable and accrued expenses.
Net cash used in investing activities for the three months ended March 31, 2026 and 2025 was $204.5 million and $95.6 million, respectively. The use of funds in 2026 primarily consisted of $121.2 million for equipment and other fixed
asset purchases, $84.7 million for business acquisitions, partially offset by $1.4 million of proceeds from the sale of assets. The use of funds for the 2025 period related to equipment and other fixed asset purchases.
Net cash provided by financing activities for the three months ended March 31, 2026 and 2025 was $52.6 million and $56.0 million, respectively. Net cash provided by financing activities for the 2026 period primarily consisted of borrowings on the 2024 Revolver of $100.0 million and proceeds of $0.5 million in connection with the employee stock purchase plan, partially offset by payments of $26.8 million in connection with the Company's liability relating to the TRA, repayments of $17.2 million on long-term debt and finance lease liabilities, payments of $2.4 million for tax withholdings associated with equity-based compensation, and a payment of $1.5 million for a distribution to the noncontrolling interest. Net cash used in financing activities for the 2025 period consisted of repayments of $28.2 million on long-term debt and finance lease liabilities, payments of $25.0 million in connection with the Company's liability relating to the TRA, a payment of $2.0 million for a distribution to the noncontrolling interest, and payments of $1.3 million for tax withholdings associated with equity-based compensation, offset by proceeds of $0.6 million in connection with the employee stock purchase plan.
Free Cash Flow
The following table reconciles net cash provided by operating activities to free cash flow for the three months ended March 31, 2026 and 2025:
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
| (in thousands) | 2026 | | 2025 | | | | |
| (Unaudited) |
| Net cash provided by operating activities | $ | 93,722 | | $ | 95,527 | | | | |
| Purchases of equipment and other fixed assets | (121,212) | | (95,585) | | | | |
| Free cash flow | $ | (27,490) | | $ | (58) | | | | |
Free cash flow was negative $27.5 million and negative $0.1 million for the three months ended March 31, 2026 and 2025, respectively. The decrease in free cash flow was primarily due to an increase in purchases of patient medical equipment during the three months ended March 31, 2026 primarily to support capitated revenue arrangements.
Critical Accounting Policies and Estimates
The discussion and analysis of the Company’s financial condition and results of operations is based upon the Company’s consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of the Company’s consolidated financial statements requires its management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosures of contingent assets and liabilities. The Company’s management bases its estimates, assumptions and judgments on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Different assumptions and judgments would change the estimates used in the preparation of the Company’s consolidated financial statements which, in turn, could change the results from those reported. In addition, actual results may differ from these estimates and such differences could be material to the Company’s financial position and results of operations.
Critical estimates are those that the Company’s management considers the most important to the portrayal of the Company’s financial condition and results of operations because they require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. The Company’s critical estimates in relation to its consolidated financial statements include those related to revenue recognition and valuation of goodwill. There have been no material changes in the Company’s critical accounting policies and critical estimates as compared to the critical accounting policies and critical estimates described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Our exposure to market risk relates to fluctuations in interest rates from borrowings under the 2024 Credit Agreement. As of March 31, 2026, there was $310.9 million outstanding under the 2024 Term Loan, $100.0 million of outstanding borrowings under the 2024 Revolver, $26.3 million outstanding under letters of credit, and based on the financial debt covenants under the 2024 Credit Agreement, the maximum amount the Company could borrow under the 2024 Revolver and remain in compliance with the financial debt covenants under the agreement was $173.7 million. Amounts borrowed under the 2024 Credit Agreement bear interest at variable rates determined in relation to the Base Rate (as defined) or Term SOFR (as defined), at our option. Due to the interest rates being variable, fluctuations in interest rates may impact our earnings. Based on our current level of debt, we estimate that a 100 basis point change in interest rates would have a $4.3 million annual impact on our net income (loss) before taxes.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of March 31, 2026. Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, during the period covered by this Quarterly Report, our internal control over financial reporting was effective.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time and in the normal course of business, the Company is involved in legal proceedings relating to its business. While there can be no assurance, based on the Company’s evaluation of information currently available, the Company's management, following consultation with legal counsel, does not expect the ultimate disposition of any or a combination of any such legal proceedings to have a material adverse effect on our business, financial condition or operating results. However, the Company’s assessment may change in the future based upon availability of new information and further developments in such legal proceedings. The results of legal proceedings are inherently uncertain, and material adverse outcomes are possible. Regardless of the outcome of any particular legal proceedings and the merits of any particular claim, litigation can have a material adverse impact on the Company due to, among other reasons, any injunctive relief granted which could inhibit the Company’s ability to operate its business, amounts paid as damages or in settlement of any such matter, diversion of management resources and defense costs. See Note 15, Commitments and Contingencies, included in the accompanying notes to the interim consolidated financial statements for the three months ended March 31, 2026 and 2025 in this report for information concerning other potential contingent liabilities matters that do not rise to the level of materiality for purposes of disclosure hereunder.
Item 1A. Risk Factors
Except as set forth below, there have been no material changes to the Company's risk factors disclosed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 24, 2026. Any of those factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.
Centers for Medicare & Medicaid Services (“CMS”) actions to impose temporary enrollment moratoria and heightened screening for certain DMEPOS supplier types could limit our ability to expand, pursue acquisitions, or maintain expected operational flexibility and could increase our compliance costs.
In February 2026, CMS announced the imposition of a 6-month nationwide temporary moratorium on the Medicare enrollment of certain DMEPOS “medical supply company” supplier types, with the stated objective of combating fraud, waste, and abuse. The moratorium generally applies to new enrollments and new practice locations for the specified supplier types, may be extended in additional six-month increments, and CMS indicated it will closely scrutinize enrollment applications during the moratorium period, including through site visits and other verification activities. Although the moratorium is generally directed at newly enrolling suppliers, it could adversely affect our business to the extent we seek to (i) open new locations or otherwise undertake expansion initiatives that require new supplier enrollments or specialty classifications, (ii) acquire, consolidate, or integrate DME operations in a manner that triggers a new enrollment requirement, or (iii) acquire supplier entities that are required to re-enroll as a result of ownership changes. In particular, CMS highlighted that certain non-exempt changes in majority ownership within a defined period may require termination of existing billing privileges and re-enrollment as a new supplier, and CMS stated that the moratorium would prohibit re-enrollment in such circumstances for covered supplier types. More broadly, the announcement reflects an enhanced program integrity posture toward portions of the DMEPOS supplier sector, and similar CMS actions in the future, including extensions, expansions to additional supplier categories, or other enrollment and screening initiatives, could increase administrative burden, delay growth initiatives, heighten audit and investigation risk, and result in enrollment denials or other adverse actions. Any of these developments could materially adversely impact the Company’s ability to open new locations and consummate new acquisitions, and therefore materially adversely impact the Company's revenue, financial condition, results of operations, and cash flows.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
We had no sales of unregistered equity securities during the period covered by this report that were not previously reported in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.
There were no purchases of our Common Stock made during the three months ended March 31, 2026 by us or any of our “affiliated purchasers” as defined in Rule 10b-18(a)(3) under the Exchange Act.
Item 3. Defaults upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
On March 2, 2026, Russell Schuster, the Company's Chief Commercial Officer, adopted a Rule 10b5-1 Trading Plan (the "Schuster 10b5-1 Plan") to allow for the sale of (i) 22,550 long shares of the Company's common stock and (ii) restricted stock units which are scheduled to vest in February 2027 (49,271 gross shares) net of taxes, at predetermined future dates pursuant to its terms. The Schuster 10b5-1 Plan is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c). The Schuster 10b5-1 Plan is set to expire on February 26, 2027, or upon the earlier completion of all authorized transactions under the plan.
During the three months ended March 31, 2026, no other of the Company's directors or officers adopted, terminated, or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).
Item 6. Exhibits
See Exhibit Index for documents filed or furnished herewith and incorporated herein by reference. EXHIBIT INDEX
| | | | | | | | |
Exhibit Number | | Description |
| 3.1 | | |
| 3.2 | | |
| 3.3 | | |
| 10.1† | | |
| 10.2 | | |
| 31.1* | | |
| 31.2* | | |
| 32** | | |
| | |
| 101.INS*** | | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH*** | | XBRL Taxonomy Extension Schema Document |
| 101.CAL*** | | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF*** | | XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB*** | | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE*** | | XBRL Taxonomy Extension Presentation Linkbase Document |
| Exhibit 104*** | | Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
* Filed herewith.
** Furnished herewith.
*** XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
† Management contract or compensatory plan or arrangement.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | | | | | |
| AdaptHealth Corp. |
| | |
| May 5, 2026 | By: | /s/ Suzanne Foster |
| | Suzanne Foster |
| | Chief Executive Officer and Director |
| | (Principal Executive Officer) |
| | |
| | |
| May 5, 2026 | By: | /s/ Jason Clemens |
| | Jason Clemens |
| | Chief Financial Officer |
| | (Principal Financial Officer) |
| | |
| | |
| May 5, 2026 | By: | /s/ Christine E. Archbold |
| | Christine E. Archbold |
| | Chief Accounting Officer |
| | (Principal Accounting Officer) |