Financial Data and Key Metrics Changes - AdaptHealth Corp. generated net revenue of $232.1 million in Q2 2020, an 87% increase from Q2 2019 and 21% higher than Q1 2020 [18] - Adjusted EBITDA was $42.6 million, compared to $29.5 million in Q2 2019, while adjusted EBITDA less patient equipment CapEx was $30.6 million, up from $18.1 million in Q2 2019 [19] - Net income attributable to AdaptHealth was $4 million, compared to a net loss of $2.1 million in Q2 2019 [19] Business Line Data and Key Metrics Changes - The Patient Care Solutions (PCS) segment generated net revenue of $33 million, but incurred a quarterly loss of $3.6 million [18][19] - The traditional direct-to-patient HME and supplies business performed well, with a low double-digit increase in CPAP supply business [10][28] - B2B revenue for equipment sales and rentals reached approximately $28 million in Q2, with expectations of generating $70 million in revenue over the next few quarters [11] Market Data and Key Metrics Changes - The company noted a significant impact from COVID-19 on certain product lines, particularly CPAP new starts, which were down approximately 30% in Q2 [38] - Despite challenges, the CGM (Continuous Glucose Monitoring) business showed strong performance, benefiting from increased adoption and Medicare relaxations [78] Company Strategy and Development Direction - AdaptHealth aims to integrate recent acquisitions (Solara and ActivStyle) to enhance its diabetes management and medical supplies business, focusing on resupply processes and operational efficiencies [8][13] - The company is committed to investing in technology and business processes to improve patient experience and operational costs [14] Management's Comments on Operating Environment and Future Outlook - Management expressed cautious optimism regarding the recovery of CPAP new starts and the overall business environment, emphasizing the importance of integration and investment in technology [39][62] - The company increased its 2020 financial guidance, projecting net revenue between $935 million and $983 million, and adjusted EBITDA of $169 million to $178 million [22] Other Important Information - The company raised approximately $134 million through a public offering and secured additional financing, enhancing its liquidity position with over $300 million in cash [15][20] - New board members were welcomed, including Brad Coppens and David Williams, to strengthen the company's strategic direction [16] Q&A Session Summary Question: Guidance clarification regarding EBITDA less CapEx - Management explained the adjustments in guidance, noting that the B2B business would not maintain the same revenue levels in the second half of the year [26] Question: CPAP reorder rates and sustainability - Management reported low double-digit growth in CPAP supply business and expressed cautious optimism about maintaining improved resupply rates [28] Question: PCS losses and COVID impact - Management indicated that PCS's performance was largely in line with expectations and not significantly impacted by COVID [32] Question: Future B2B business opportunities - Management expressed cautious optimism about the persistence of B2B revenue, estimating a couple of million dollars per quarter in the near future [70] Question: Integration of Solara and ActivStyle - Management confirmed that integration efforts are ongoing and will take time, with a focus on leveraging existing competencies to drive growth [84]

[PART I FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20FINANCIAL%20INFORMATION) [Consolidated Interim Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Consolidated%20Interim%20Financial%20Statements%20%28Unaudited%29) This section presents AdaptHealth Corp.'s unaudited consolidated financial statements, detailing financial position, operations, and cash flows, along with explanatory notes [Consolidated Balance Sheets](index=6&type=section&id=Consolidated%20Balance%20Sheets) Total assets increased to $739.3 million and liabilities to $746.1 million by June 30, 2020, while stockholders' deficit improved Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2020 | December 31, 2019 | | :--- | :--- | :--- | | **Total Assets** | **$739,309** | **$546,121** | | Cash and cash equivalents | $110,587 | $76,878 | | Accounts receivable | $119,243 | $78,619 | | Goodwill | $342,851 | $266,791 | | **Total Liabilities** | **$746,103** | **$575,370** | | Long-term debt, less current portion | $443,248 | $395,112 | | **Total Stockholders' Deficit** | **($6,794)** | **($29,249)** | [Consolidated Statements of Operations](index=7&type=section&id=Consolidated%20Statements%20of%20Operations) Net revenue grew significantly in Q2 2020 to $232.1 million, resulting in net income of $4.0 million, a substantial improvement year-over-year Key Operating Results (in thousands, except per share data) | Metric | Q2 2020 | Q2 2019 | H1 2020 | H1 2019 | | :--- | :--- | :--- | :--- | :--- | | Net revenue | $232,116 | $124,154 | $423,555 | $243,652 | | Operating income | $16,470 | $14,911 | $25,781 | $20,258 | | Net income (loss) attributable to AdaptHealth Corp. | $4,033 | ($2,083) | $3,875 | ($7,884) | | Diluted EPS | $0.08 | ($0.10) | $0.08 | ($0.44) | [Consolidated Statements of Cash Flows](index=11&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operating activities significantly increased to $111.0 million in H1 2020, while investing activities used $117.3 million, primarily for acquisitions Cash Flow Summary for the Six Months Ended June 30 (in thousands) | Activity | 2020 | 2019 | | :--- | :--- | :--- | | Net cash provided by operating activities | $111,008 | $26,036 | | Net cash used in investing activities | ($117,332) | ($38,710) | | Net cash provided by (used in) financing activities | $40,033 | ($10,353) | | **Net increase (decrease) in cash** | **$33,709** | **($23,027)** | [Notes to Consolidated Interim Financial Statements](index=12&type=section&id=Notes%20to%20Consolidated%20Interim%20Financial%20Statements) These notes detail accounting policies, revenue recognition, significant acquisitions, debt structure, equity compensation, and major subsequent financing and acquisition events - The company is a **leading provider** of home healthcare equipment and medical supplies, focusing on **sleep therapy, HME, oxygen**, and other supplies for chronically ill patients[33](index=33&type=chunk) Net Revenue by Core Service Line (Q2 2020 vs Q2 2019, in thousands) | Service Line | Q2 2020 | Q2 2019 | | :--- | :--- | :--- | | Sleep | $107,065 | $69,377 | | Supplies to the home | $34,240 | $1,915 | | HME | $25,989 | $20,438 | | Respiratory | $48,970 | $21,454 | | Other | $15,852 | $10,970 | | **Total Net Revenue** | **$232,116** | **$124,154** | - In H1 2020, the company completed several acquisitions for a total consideration of **$114.5 million**, adding **$76.1 million** to goodwill, including **Patient Care Solutions (PCS)** and **Advanced Home Care, Inc. (Advanced)**[58](index=58&type=chunk)[59](index=59&type=chunk)[60](index=60&type=chunk) - Subsequent to the quarter end, on July 1, 2020, the company acquired Solara Medical Supplies for **$380.7 million** in cash and **3.9 million shares**, and ActivStyle, Inc. for **$65.5 million** in cash[131](index=131&type=chunk)[132](index=132&type=chunk) - In July 2020, the company completed several major financing transactions, including a **$190 million** private placement, a **$134 million** public offering, and a **$350 million** senior unsecured notes offering, and refinanced its credit facility into a new **$250 million term loan** and **$200 million revolver**[129](index=129&type=chunk)[130](index=130&type=chunk)[134](index=134&type=chunk)[135](index=135&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=34&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial performance, revenue growth from acquisitions and organic expansion, COVID-19 impact, operating results, non-GAAP measures, liquidity, and subsequent financing activities [Overview and Trends](index=34&type=section&id=Overview%20and%20Trends) AdaptHealth, a leading HME provider, benefits from an aging population, rising chronic conditions, and a shift to cost-effective in-home care, with an addressable market exceeding $25 billion - Key market drivers include an **aging U.S. population**, increasing prevalence of chronic conditions, and a **shift towards in-home treatment**, which is more cost-effective than institutional care[146](index=146&type=chunk) - The Home Medical Equipment (HME) market is projected to grow at a **6.1% CAGR** over the next nine years, with AdaptHealth's addressable market now exceeding **$25 billion** following recent acquisitions[146](index=146&type=chunk) [Impact of the COVID-19 Pandemic](index=36&type=section&id=Impact%20of%20the%20COVID-19%20Pandemic) COVID-19 led to declines in elective procedures but increased demand for respiratory products, with the company receiving CARES Act funds and implementing a 6% workforce reduction - The company received approximately **$47 million** in recoupable advance payments and **$17 million** in provider relief funds under the **CARES Act** to enhance liquidity[149](index=149&type=chunk) - Revenue from elective services like new CPAP starts **declined**, but this was offset by **increased demand for respiratory products** (oxygen, ventilators) and **strong performance in the resupply business**[150](index=150&type=chunk)[152](index=152&type=chunk) - In April 2020, the company reduced its workforce by approximately **6%**, incurring a one-time severance charge of **$1.6 million**[150](index=150&type=chunk)[151](index=151&type=chunk) [Results of Operations](index=40&type=section&id=Results%20of%20Operations) Q2 2020 net revenue increased 87.0% to $232.1 million, driven by acquisitions and COVID-related demand, while costs and G&A expenses also rose Q2 2020 vs Q2 2019 Results (in thousands) | Metric | Q2 2020 | Q2 2019 | Change (%) | | :--- | :--- | :--- | :--- | | Net Revenue | $232,116 | $124,154 | +87.0% | | Cost of Net Revenue | $197,517 | $102,150 | +93.4% | | Operating Income | $16,470 | $14,911 | +10.5% | | Net Income (loss) attributable to AdaptHealth Corp. | $4,033 | ($2,083) | -293.6% | - The Q2 2020 revenue increase of **$108.0 million** was primarily driven by acquisitions (**$77.0 million**), organic growth, and **$28.4 million** from sales of ventilation and oxygen equipment for COVID-19 patients[164](index=164&type=chunk) - Interest expense for Q2 2020 decreased to **$7.5 million** from **$14.6 million** in Q2 2019, primarily due to a **$6.7 million** non-cash charge in the prior period for interest rate swaps now accounted for through other comprehensive income[169](index=169&type=chunk)[171](index=171&type=chunk) [EBITDA, Adjusted EBITDA and Adjusted EBITDA less Patient Equipment Capex](index=47&type=section&id=EBITDA%2C%20Adjusted%20EBITDA%20and%20Adjusted%20EBITDA%20less%20Patient%20Equipment%20Capex) Adjusted EBITDA for Q2 2020 increased to $42.6 million, and Adjusted EBITDA less Patient Equipment Capex rose to $30.6 million, reflecting improved operational performance Reconciliation of Net Income to Adjusted EBITDA (in thousands) | Metric | Q2 2020 | Q2 2019 | H1 2020 | H1 2019 | | :--- | :--- | :--- | :--- | :--- | | Net income (loss) attributable to AdaptHealth Corp. | $4,033 | ($2,083) | $3,875 | ($7,884) | | **EBITDA** | **$34,844** | **$28,145** | **$60,895** | **$46,343** | | **Adjusted EBITDA** | **$42,634** | **$29,480** | **$73,094** | **$57,696** | | Less: Patient equipment capex | ($12,068) | ($11,405) | ($25,035) | ($22,648) | | **Adjusted EBITDA less Patient Equipment Capex** | **$30,566** | **$18,075** | **$48,059** | **$35,048** | [Liquidity and Capital Resources](index=49&type=section&id=Liquidity%20and%20Capital%20Resources) The company held $110.6 million in cash as of June 30, 2020, with liquidity bolstered by CARES Act funds and significant subsequent capital raises and debt refinancing - As of June 30, 2020, the company had **$110.6 million** in cash and cash equivalents[198](index=198&type=chunk) - In July 2020, the company raised significant capital through a **$134.0 million** public offering and a **$350.0 million** senior unsecured notes offering[200](index=200&type=chunk)[201](index=201&type=chunk) - On July 29, 2020, the company refinanced its debt, entering into a new credit agreement with a **$250 million term loan** and a **$200 million revolver**, maturing in July 2025[202](index=202&type=chunk) Cash Flow Summary for the Six Months Ended June 30 (in thousands) | Activity | 2020 | 2019 | | :--- | :--- | :--- | | Net cash provided by operating activities | $111,008 | $26,036 | | Net cash used in investing activities | ($117,332) | ($38,710) | | Net cash provided by (used in) financing activities | $40,033 | ($10,353) | [Quantitative and Qualitative Disclosures About Market Risk](index=54&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not applicable as the company qualifies as a smaller reporting company - This section is not applicable because AdaptHealth is a smaller reporting company[215](index=215&type=chunk) [Controls and Procedures](index=54&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls were ineffective as of June 30, 2020, due to material weaknesses in non-routine transaction review and IT general controls, with remediation efforts underway - Management concluded that disclosure controls and procedures were **not effective** as of June 30, 2020[216](index=216&type=chunk) - **Two material weaknesses** were identified: (1) **untimely review controls** over non-routine transactions, and (2) deficiencies in **IT general controls**, particularly **user access and segregation of duties**[216](index=216&type=chunk)[219](index=219&type=chunk) - **Remediation efforts are underway**, including hiring experienced technical resources and modifying system access rights to strengthen controls[218](index=218&type=chunk)[219](index=219&type=chunk) [PART II OTHER INFORMATION](index=55&type=section&id=PART%20II%20OTHER%20INFORMATION) [Legal Proceedings](index=55&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in ordinary course legal proceedings, including an ongoing U.S. Attorney's Office investigation into ventilator billing practices, which are not expected to be material - The company is subject to various investigations and lawsuits arising in the ordinary course of business, which are **not expected to be material**[222](index=222&type=chunk) - The company is **cooperating with an ongoing investigation** by the **U.S. Attorney's Office for the Eastern District of Pennsylvania** concerning **ventilator billing practices** for a specific payor, having responded to a subpoena and civil investigative demand[223](index=223&type=chunk) [Risk Factors](index=55&type=section&id=Item%201A.%20Risk%20Factors) This section details significant risks, including COVID-19 impacts, supply chain reliance, Medicare/Medicaid policy changes, healthcare fraud laws, acquisition integration, and Tax Receivable Agreement obligations [Risks Related to Our Business and Industry](index=55&type=section&id=Risks%20Related%20to%20Our%20Business%20and%20Industry) Key business risks include COVID-19 impacts, supplier reliance, Medicare/Medicaid reimbursement changes, private payor pressure, complex billing, and compliance with extensive healthcare fraud and abuse laws - The COVID-19 pandemic poses significant risks, including **operational disruption** from remote work, potential **supply chain constraints**, and **uncertain demand** for services[225](index=225&type=chunk)[226](index=226&type=chunk)[227](index=227&type=chunk) - The company relies on a **small number of suppliers** for most of its equipment, creating risk from **price increases or supply disruptions**, which could be exacerbated by events like the COVID-19 pandemic[231](index=231&type=chunk) - A significant portion of revenue (**26% for Q2 2020**) is derived from Medicare and Medicaid, making the business **vulnerable to statutory and regulatory changes that could reduce reimbursement rates**[232](index=232&type=chunk) - The business is subject to **extensive federal and state healthcare fraud and abuse laws**, such as the **Anti-Kickback Statute** and the **Stark Law**, where violations can lead to **substantial penalties**, including **exclusion from federal healthcare programs**[273](index=273&type=chunk)[274](index=274&type=chunk)[275](index=275&type=chunk) [Risks Related to Our Securities](index=80&type=section&id=Risks%20Related%20to%20Our%20Securities) Securities risks include stock price volatility, dependence on AdaptHealth Holdings for distributions, significant Tax Receivable Agreement obligations, and influence from principal stockholders - The company's **only significant asset** is its ownership interest in **AdaptHealth Holdings**, and its ability to pay obligations or dividends **depends on distributions** from this subsidiary[311](index=311&type=chunk) - The company is required to make potentially **significant payments** under the **Tax Receivable Agreement (TRA)**, which are based on **85%** of the tax savings it realizes from certain tax attributes and basis step-ups[325](index=325&type=chunk) - Payments under the TRA could be **accelerated** in a change of control or early termination scenario, potentially **exceeding the actual tax benefits realized**[326](index=326&type=chunk) - **Principal stockholders**, including **Everest Trust** and **OEP Purchaser**, hold **significant voting power** and can influence corporate actions[317](index=317&type=chunk) [Risks Related to the Acquisitions](index=89&type=section&id=Risks%20Related%20to%20the%20Acquisitions) Acquisition risks for Solara and ActivStyle include challenges in integration, potential loss of key employees, business disruption, and failure to achieve anticipated synergies and revenue growth - The success of the Solara and ActivStyle acquisitions depends on the ability to **efficiently integrate their operations**, which carries risks of **business disruption**, **loss of key employees**, and **inconsistencies in systems and policies**[344](index=344&type=chunk) - The company may **not achieve the anticipated revenue growth, cost synergies, and other benefits** from the acquisitions, which could **adversely affect financial performance**[344](index=344&type=chunk)[345](index=345&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=89&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company issued 3.6 million Class A Common Stock shares in exchange for AdaptHealth Units and Class B Common Stock, and granted over 500,000 restricted shares to officers and directors - As of June 30, 2020, the company issued **3,605,049 shares of Class A Common Stock** in exchange for AdaptHealth Units and Class B Common Stock under the Exchange Agreement[347](index=347&type=chunk) - The company granted **504,186 restricted shares of Class A Common Stock** to certain officers and directors[348](index=348&type=chunk) [Defaults upon Senior Securities](index=89&type=section&id=Item%203.%20Defaults%20upon%20Senior%20Securities) No defaults upon senior securities were reported for the period - No defaults upon senior securities were reported for the period[349](index=349&type=chunk) [Mine Safety Disclosures](index=90&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company - This section is not applicable to the company[350](index=350&type=chunk) [Other Information](index=90&type=section&id=Item%205.%20Other%20Information) No other information was reported for the period - No other information was reported for the period[351](index=351&type=chunk) [Exhibits](index=90&type=section&id=Item%206.%20Exhibits) This section provides an index of all exhibits filed with or furnished as part of the quarterly report, including various agreements and certifications

[Financial Information](index=3&type=section&id=PART%20I%20FINANCIAL%20INFORMATION) [Consolidated Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Consolidated%20Interim%20Financial%20Statements%20(Unaudited)) AdaptHealth reported **$191.4 million** net revenue in Q1 2020, a **60.2% increase**, shifting to net income, with total assets growing to **$661.8 million** | | March 31, 2020 (in USD) | December 31, 2019 (in USD) | | :--- | :--- | :--- | | **Total Assets** | $661,838,598 | $546,121,693 | | **Total Liabilities** | $691,285,324 | $575,369,900 | | **Total Stockholders' Deficit** | $(29,446,726) | $(29,248,207) | | | Three Months Ended March 31, 2020 (in USD) | Three Months Ended March 31, 2019 (in USD) | | :--- | :--- | :--- | | **Net Revenue** | $191,439,034 | $119,498,274 | | **Operating Income** | $9,310,588 | $5,348,045 | | **Net Income (Loss)** | $265,623 | $(5,452,178) | | **Net Loss per Share** | $0.00 | $(0.42) | | | Three Months Ended March 31, 2020 (in USD) | Three Months Ended March 31, 2019 (in USD) | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $24,380,254 | $16,232,116 | | **Net cash used in investing activities** | $(111,329,662) | $(26,179,283) | | **Net cash provided by (used in) financing activities** | $58,234,975 | $(368,761) | [Business Overview and Basis of Presentation](index=9&type=section&id=(1)%20General%20Information) AdaptHealth is a U.S. home healthcare equipment provider, operating as a single segment, with financials reflecting a 2019 reverse recapitalization - The company is a leading provider of home healthcare equipment, medical supplies, and related services in the United States, focusing on sleep therapy, HME, and oxygen services[26](index=26&type=chunk) - The November 2019 business combination was accounted for as a reverse recapitalization, with AdaptHealth Holdings as the accounting acquirer[32](index=32&type=chunk) - The company operates as a single reportable segment, with key decisions on resource allocation and performance assessment made on an aggregate basis by the CEO and President[37](index=37&type=chunk) [Revenue](index=12&type=section&id=(2)%20Revenue%20Recognition%20and%20Accounts%20Receivable) Net revenue grew **60.2%** to **$191.4 million** in Q1 2020, primarily from insurance payors and sleep-related products | Payor Type | Q1 2020 Revenue (in USD) | Q1 2019 Revenue (in USD) | | :--- | :--- | :--- | | Insurance | $114,450,697 | $67,717,162 | | Government | $51,244,994 | $38,100,765 | | Patient pay | $25,743,343 | $13,680,347 | | **Total** | **$191,439,034** | **$119,498,274** | | Core Service Line | Q1 2020 Revenue (in USD) | Q1 2019 Revenue (in USD) | | :--- | :--- | :--- | | Sleep | $91,562,523 | $65,184,027 | | Supplies to the home | $33,338,901 | $2,028,936 | | HME | $23,756,404 | $20,731,645 | | Respiratory | $27,775,378 | $21,708,264 | | Other | $15,005,828 | $9,845,402 | | **Total** | **$191,439,034** | **$119,498,274** | - Unbilled accounts receivable increased significantly to **$18.1 million** as of March 31, 2020, compared to **$8.6 million** at the end of 2019[49](index=49&type=chunk) [Acquisitions](index=14&type=section&id=(3)%20Significant%20Transactions) In Q1 2020, the company completed **$112.4 million** in acquisitions, adding **$74.0 million** goodwill, contributing **$40.7 million** revenue but an operating loss - In Q1 2020, the company acquired the Patient Care Solutions (PCS) business and the durable medical equipment business of Advanced Home Care, Inc. (Advanced)[51](index=51&type=chunk) | Consideration Type | Amount (in USD) | | :--- | :--- | | Cash consideration | $106,178,017 | | Equity consideration | $6,248,015 | | Deferred payments | $14,250 | | **Total** | **$112,440,282** | - The acquisitions in Q1 2020 contributed **$40.7 million** in net revenue and an operating loss of **$5.6 million**, primarily due to operating losses related to PCS[60](index=60&type=chunk) - Goodwill increased by **$74.0 million** during the quarter due to acquisitions, bringing the total balance to **$340.8 million**[65](index=65&type=chunk) [Debt](index=20&type=section&id=(9)%20Debt) Total long-term debt reached **$466.2 million** as of March 31, 2020, with **$70 million** in new borrowings for acquisitions | Debt Component | March 31, 2020 (in USD) | December 31, 2019 (in USD) | | :--- | :--- | :--- | | Secured term loans | $295,937,500 | $246,250,000 | | Revolving credit facility | $32,000,000 | $12,000,000 | | Note payable | $143,500,000 | $143,500,000 | | **Total Debt (net of fees)** | **$466,168,601** | **$396,832,695** | - In Q1 2020, the company borrowed **$50 million** under the Delayed Draw Term Loan and **$20 million** under the New Revolver[78](index=78&type=chunk)[79](index=79&type=chunk) - The New Promissory Note of **$143.5 million** bears **12%** annual interest (6% cash, 6% PIK) until the seventh anniversary and is due in 2029[80](index=80&type=chunk) [Subsequent Events and COVID-19 Impact](index=28&type=section&id=(16)%20Subsequent%20Events) Post-Q1 2020, the company enhanced liquidity with **$64 million** in COVID-19 related funds and repaid **$20 million** of revolving credit - In April 2020, the company received approximately **$47 million** in recoupable advance payments from CMS and **$17 million** in provider relief funds under the CARES Act[109](index=109&type=chunk) - The company repaid **$20 million** of borrowings under its New Revolver in April 2020[111](index=111&type=chunk) - The company elected to defer certain employer-paid FICA taxes, with payments due in two installments in late 2021 and 2022[110](index=110&type=chunk) [Management's Discussion and Analysis (MD&A)](index=31&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes **60.2%** revenue growth to acquisitions, noting mixed COVID-19 impacts, significant CARES Act liquidity, and **$30.5 million** Adjusted EBITDA [Impact of the COVID-19 Pandemic](index=33&type=section&id=Impact%20of%20the%20COVID-19%20Pandemic) COVID-19 caused mixed impacts, reducing elective procedure revenue but boosting respiratory product demand, leading to CARES Act funding and a **6%** workforce reduction - The company experienced revenue declines in services associated with elective medical procedures but saw increased demand for respiratory products (oxygen, ventilators) and resupply businesses[121](index=121&type=chunk)[122](index=122&type=chunk) - To bolster liquidity, the company received approximately **$47 million** in CMS advance payments and **$17 million** in CARES Act provider relief funds in April 2020[120](index=120&type=chunk) - A workforce reduction of approximately **6%** was implemented in April 2020, expected to result in a one-time severance charge of about **$1.6 million**[121](index=121&type=chunk) [Results of Operations](index=38&type=section&id=Results%20of%20Operations) Net revenue increased **60.2%** to **$191.4 million** in Q1 2020, primarily due to acquisitions, while operating income rose to **$9.3 million** | Metric | Q1 2020 (in millions USD) | Q1 2019 (in millions USD) | Change (%) | | :--- | :--- | :--- | :--- | | Net Revenue | $191.4M | $119.5M | +60.2% | | Cost of Net Revenue | $166.5M | $100.2M | +66.2% | | Operating Income | $9.3M | $5.3M | +74.1% | | Net Income (Loss) | $0.27M | $(5.45)M | -104.9% | - The **$71.9 million** increase in net revenue was primarily driven by acquisitions (**$57.9 million**, including **$33.9 million** from PCS) and organic growth from stronger CPAP resupply sales[138](index=138&type=chunk) - Cost of net revenue as a percentage of net revenue for the newly acquired PCS business was **115.4%**, attributed to restructuring and operating losses during integration[143](index=143&type=chunk) - Interest expense increased to **$7.9 million** from **$6.3 million** due to higher debt obligations from acquisitions and the 2019 Recapitalization[145](index=145&type=chunk) [Non-GAAP Financial Measures](index=42&type=section&id=EBITDA,%20Adjusted%20EBITDA%20and%20Adjusted%20EBITDA%20less%20Patient%20Equipment%20Capex) Adjusted EBITDA for Q1 2020 was **$30.5 million**, slightly up from Q1 2019, with Adjusted EBITDA less Patient Equipment Capex at **$17.5 million** | Metric | Q1 2020 (in thousands USD) | Q1 2019 (in thousands USD) | | :--- | :--- | :--- | | Net loss attributable to AdaptHealth Corp. | $ (158) | $ (5,800) | | EBITDA | $ 26,051 | $ 18,198 | | Adjusted EBITDA | $ 30,460 | $ 28,216 | | Less: Patient equipment capex | $ (12,967) | $ (11,243) | | **Adjusted EBITDA less Patient Equipment Capex** | **$ 17,493** | **$ 16,973** | - For Q1 2020, the PCS acquisition contributed an Adjusted EBITDA loss of **$4.5 million**. Excluding PCS, Adjusted EBITDA was **$35.0 million**[149](index=149&type=chunk) - Adjustments to EBITDA include equity-based compensation (**$2.2 million**), transaction costs (**$2.9 million**), and severance (**$0.4 million**)[156](index=156&type=chunk) [Liquidity and Capital Resources](index=45&type=section&id=Liquidity%20and%20Capital%20Resources) As of March 31, 2020, the company had **$48.2 million** cash and **$90.5 million** credit availability, with **$24.4 million** cash from operations - As of March 31, 2020, the company had **$48.2 million** of cash and cash equivalents and **$90.5 million** available under its credit facility[158](index=158&type=chunk) | Cash Flow Activity | Q1 2020 (in thousands USD) | Q1 2019 (in thousands USD) | | :--- | :--- | :--- | | Net cash provided by operating activities | $ 24,380 | $ 16,232 | | Net cash used in investing activities | $ (111,329) | $ (26,179) | | Net cash provided by (used in) financing activities | $ 58,235 | $ (369) | - The company was in compliance with all debt covenants as of March 31, 2020[163](index=163&type=chunk) [Controls and Procedures](index=51&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were ineffective as of March 31, 2020, due to a material weakness in internal control over financial reporting - The Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures were not effective as of March 31, 2020[175](index=175&type=chunk) - The ineffectiveness is due to a material weakness in internal control over financial reporting related to the timeliness of review controls over non-routine transactions[175](index=175&type=chunk) - Remediation efforts are ongoing and include hiring dedicated technical resources and engaging a third-party consultant to strengthen corporate oversight[177](index=177&type=chunk) [Other Information](index=52&type=section&id=PART%20II%20OTHER%20INFORMATION) [Legal Proceedings](index=52&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in ordinary legal proceedings, notably a 2017 subpoena from the EDPA regarding ventilator billing - The company was served a subpoena by the U.S. Attorney's Office for the EDPA regarding ventilator billing practices[180](index=180&type=chunk) - The company has cooperated with investigators, submitted requested information, and remitted payment to reconcile the account in question. A follow-up civil investigative demand was received and responded to in October 2019[180](index=180&type=chunk) [Risk Factors](index=52&type=section&id=Item%201A.%20Risk%20Factors) The company updated risk factors, highlighting significant COVID-19 impacts, supply chain reliance, and dependence on Medicare/Medicaid reimbursement - The COVID-19 pandemic poses significant risks to the business, including operational disruption, ability to access capital markets, execute acquisitions, and potential for goodwill impairment[183](index=183&type=chunk)[184](index=184&type=chunk)[186](index=186&type=chunk) - The company relies on a relatively small number of suppliers, creating a risk of supply chain disruption, which has been heightened by the COVID-19 pandemic's impact on global manufacturing[189](index=189&type=chunk)[190](index=190&type=chunk) - A significant portion of revenue (**27%** in Q1 2020) comes from Medicare and Medicaid, making the company vulnerable to statutory and regulatory changes. The CARES Act provides temporary positive adjustments, but the long-term reimbursement landscape remains a risk[191](index=191&type=chunk)[193](index=193&type=chunk)[194](index=194&type=chunk)

Company Overview - AdaptHealth is the 3rd largest provider of HME (Home Medical Equipment) in the US, pro forma with PCS & Advanced Home Care acquisitions[8] - The company services more than 1.4 million patients annually[11] - Over 60% of patients served have a chronic disease, including Sleep Apnea, COPD, Diabetes, and CHF[11] - More than 50% of patients received at least 2 or more deliveries in 2019[11] - The company has 187 locations servicing 50 states[11] Financial Performance and Guidance - The company provides 2020 financial guidance with revenue between $765 million and $782 million[26] - Adjusted EBITDA for 2020 is guided between $155 million and $158 million[26] - Adjusted EBITDA less complex is guided between $95 million and $97 million[26] - In 2019, the Adjusted EBITDA reached $123 million[27] Market and Acquisition Strategy - The company anticipates 12-15% growth through HME M&A, based on $100 million in revenue per year[16] - The company has completed 67 acquisitions since 2012[16] - The company has seen savings post-acquisition, for example, Transaction 3 saw savings of 23%[17]

Market Growth and Opportunities - The HME industry has grown from $40 billion in 2010 to $56 billion in 2018, representing a 4.3% CAGR, with a projected growth rate of 6.1% CAGR over the next nine years[20]. - AdaptHealth's total addressable market has more than doubled to over $25 billion following the acquisition of PCS, expanding its market opportunity significantly[21]. - The U.S. population aged 65 and older is expected to grow at a 2.5% CAGR through 2030, increasing the demand for home healthcare services[21]. - The increasing prevalence of chronic conditions is driving demand for home medical equipment, which is necessary for treating significant health issues affecting millions of Americans[208]. Financial Performance - Total net revenue for the year ended December 31, 2019, was approximately $529.6 million, representing a 53.2% increase from $345.3 million in 2018[200]. - Operating income for 2019 was $29.7 million, compared to $31.1 million in 2018, indicating a slight decrease[200]. - Net loss attributable to AdaptHealth Corp. for 2019 was $15.0 million, a decline from a net income of $23.3 million in 2018[200]. - Adjusted EBITDA for 2019 was $123.0 million, a significant increase from $84.4 million in 2018[200]. - Adjusted EBITDA less Patient Equipment Capex for 2019 was $75.6 million, compared to $45.1 million in 2018[200]. Acquisitions and Growth Strategy - For the year ended December 31, 2019, AdaptHealth completed 18 acquisitions for an aggregate consideration of $67 million, expected to add annual net revenues of approximately $116 million[23]. - AdaptHealth's strategic growth plan involves significant growth through acquisitions and geographic expansion, which may require additional capital and resources[130]. - The company plans to continue expanding its business through acquisitions and organic growth, which may impact its status as an emerging growth company before December 31, 2023[179]. Revenue Sources and Dependence - Approximately 40% of AdaptHealth's revenue for the year ended December 31, 2019, came from fixed monthly payments for certain HME products designated by CMS or commercial payors[27]. - AdaptHealth derived approximately 32% of its revenue for the year ended December 31, 2019, from Medicare and various state-based Medicaid programs[75]. - The company generated approximately 57% of its revenue for the year ended December 31, 2019, from third-party private payors[78]. - Approximately 58% of AdaptHealth's revenue for the year ended December 31, 2019, was generated from sleep therapy equipment and supplies[80]. Operational Efficiency and Technology - AdaptHealth's integrated technology platform has been deployed in 39 acquisitions, improving logistics performance and operational efficiency[23]. - The company performs over 10,000 equipment and supply deliveries daily, enhancing its operational scale and efficiency[25]. - AdaptHealth's technology platform provides a competitive advantage through automated, compliant, and integrated workflows for patient care delivery[31]. Regulatory and Compliance Risks - The company is subject to extensive regulatory requirements for its medical gas facilities, and failure to maintain compliance could result in significant penalties and operational disruptions[113]. - AdaptHealth's operations are significantly impacted by the need to design and implement technology-based process changes to enhance productivity and ensure compliance, with potential adverse effects on financial condition if these initiatives fail[102]. - The company is exposed to cybersecurity risks that could disrupt operations and lead to significant financial and reputational damage if successful attacks occur[106]. Competition and Market Challenges - The HME market is fragmented and highly competitive, with AdaptHealth competing against both large national providers and over 6,000 local organizations[44]. - AdaptHealth faces intense competition in the home respiratory and mobility equipment markets, with competitors potentially having greater financial resources and more effective marketing strategies[107]. - The competitive bidding process has historically pressured AdaptHealth's reimbursement rates in the markets it operates[68]. Employee and Management Structure - As of December 31, 2019, AdaptHealth had approximately 2,590 employees, which increased to approximately 3,060 employees post-acquisition of PCS[43]. - AdaptHealth's management team emphasizes a localized operating structure to respond effectively to local market demands[30]. - The company may face challenges in meeting Nasdaq's continued listing standards, which could lead to reduced liquidity and market quotations for its Class A Common Stock[169]. Financial Obligations and Risks - Total long-term debt, including the current portion, increased to $396.8 million in 2019 from $134.2 million in 2018[200]. - Payments under the Tax Receivable Agreement could be significant, potentially impacting liquidity and financial flexibility[150]. - The company may not be able to obtain additional capital on acceptable terms, which could limit its growth and operational capabilities[139].

Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 780 Third Avenue, New York, NY 10017 OR (Address of principal executive offices) (Zip Code) (212) 551-1600 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF ...

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents the company's unaudited interim financial statements, management's analysis of financial condition and operations, market risk disclosures, and internal controls [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The unaudited financial statements for DFB Healthcare Acquisitions Corp. as of June 30, 2019, detail its SPAC financial position, including trust account assets, operational losses, and the impact of a subsequent merger agreement [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) Condensed Balance Sheet Highlights (Unaudited) | Account | June 30, 2019 ($) | December 31, 2018 ($) | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $878,071 | $947,098 | | Cash and marketable securities held in Trust Account | $254,864,066 | $253,019,179 | | Total Assets | $255,865,717 | $254,124,282 | | **Liabilities & Equity** | | | | Total Liabilities | $10,157,718 | $8,574,393 | | Common stock subject to possible redemption | $240,707,990 | $240,549,880 | | Total Stockholders' Equity | $5,000,009 | $5,000,009 | [Unaudited Condensed Interim Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Interim%20Statements%20of%20Operations) Statement of Operations Summary (Unaudited) | Metric | Three Months Ended June 30, 2019 ($) | Six Months Ended June 30, 2019 ($) | | :--- | :--- | :--- | | Interest Income | $1,482,088 | $2,946,127 | | Loss from Operations | ($1,848,965) | ($2,190,323) | | Net (Loss) Income | ($667,488) | $158,110 | [Unaudited Condensed Interim Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Interim%20Statements%20of%20Cash%20Flows) Cash Flow Summary for the Six Months Ended June 30 (Unaudited) | Cash Flow Activity | 2019 ($) | 2018 ($) | | :--- | :--- | :--- | | Net cash used in operating activities | ($1,167,442) | ($913,468) | | Net cash provided by (used in) investing activities | $1,098,415 | ($249,548,678) | | Net cash provided by financing activities | $0 | $251,331,043 | | **Net change in cash and cash equivalents** | **($69,027)** | **$868,897** | [Notes to Unaudited Condensed Interim Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Interim%20Financial%20Statements) - The company is a SPAC formed to effect a business combination, focusing on the healthcare industry. It consummated its IPO of **25,000,000 units** at **$10.00 per unit** on February 21, 2018, placing **$250 million** into a trust account[19](index=19&type=chunk)[21](index=21&type=chunk) - The company must complete a Business Combination by **February 21, 2020**, or it will be required to cease operations and redeem the public shares[30](index=30&type=chunk) - Management has determined that the mandatory liquidation requirement raises substantial doubt about the Company's ability to continue as a going concern[36](index=36&type=chunk) - On **July 8, 2019**, the Company entered into a definitive merger agreement with AdaptHealth Holdings LLC for a total consideration of **$515 million**, consisting primarily of company stock[33](index=33&type=chunk)[86](index=86&type=chunk) - The Sponsor and its affiliates have significant influence, holding Founder Shares and Private Placement Warrants, and have provided loans and services to the company. An affiliate of the Sponsor also purchased **2,500,000 units** in the IPO and has indicated interest in a further **$100 million** private placement[55](index=55&type=chunk)[57](index=57&type=chunk)[61](index=61&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section discusses the company's financial condition and results, highlighting its blank check status, net income driven by trust account interest, liquidity challenges, going concern doubts due to the February 2020 business combination deadline, and the July 2019 merger agreement with AdaptHealth Results of Operations Summary | Period | Net (Loss) Income ($) | Key Components | | :--- | :--- | :--- | | **Three Months Ended June 30, 2019** | **($667,000)** | $1.5 million interest income offset by $1.8 million G&A expenses | | **Six Months Ended June 30, 2019** | **$158,000** | $2.9 million interest income offset by $2.1 million G&A expenses | | **Three Months Ended June 30, 2018** | **$690,000** | $1.2 million interest income offset by $163,000 G&A expenses | | **Six Months Ended June 30, 2018** | **$910,000** | $1.5 million interest income offset by $213,000 G&A expenses | - As of June 30, 2019, the company had approximately **$878,000** in its operating bank account and about **$4.9 million** of available interest income to fund operations and a business combination[99](index=99&type=chunk) - Management has determined that the mandatory liquidation requirement if a business combination is not completed by **February 21, 2020**, raises substantial doubt about the company's ability to continue as a going concern[103](index=103&type=chunk) - The company has agreements to pay its Sponsor **$10,000 per month** for office and administrative support, and its CFO **$7,500 per month** for services until a business combination is completed[124](index=124&type=chunk) - On **July 8, 2019**, the company entered into a merger agreement with AdaptHealth, a provider of home medical equipment. The transaction is valued at **$515 million**[129](index=129&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=31&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company asserts no material market or interest rate risk, as its Trust Account funds are invested in short-term U.S. government treasury securities or money market funds, minimizing interest rate exposure - The company's funds, including those in the Trust Account, are invested in short-term U.S. government treasury bills, notes, or bonds with a maturity of **180 days or less**, or in money market funds investing solely in U.S. treasuries[130](index=130&type=chunk) - Due to the short-term nature of its investments, management believes there is no material exposure to interest rate risk[130](index=130&type=chunk) [Controls and Procedures](index=31&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of June 30, 2019, with no material changes to internal control over financial reporting during the quarter - Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were effective as of **June 30, 2019**[131](index=131&type=chunk) - There were no material changes to the company's internal control over financial reporting during the fiscal quarter ended **June 30, 2019**[134](index=134&type=chunk) [PART II. OTHER INFORMATION](index=33&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section provides disclosures on legal proceedings, updates on risk factors, details on unregistered equity sales, other required information, and a list of filed exhibits [Legal Proceedings](index=33&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings - None[136](index=136&type=chunk) [Risk Factors](index=33&type=section&id=Item%201A.%20Risk%20Factors) The company reported no material changes to the risk factors previously disclosed in its Annual Report on Form 10-K filed on March 29, 2019 - As of the date of this report, there have been no material changes to the risk factors disclosed in the Annual Report on Form 10-K filed on **March 29, 2019**[137](index=137&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=33&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities or use of proceeds from registered securities during the period - None[138](index=138&type=chunk) [Other Information](index=33&type=section&id=Item%205.%20Other%20Information) The company reported no other information required to be disclosed under this item - None[141](index=141&type=chunk) [Exhibits](index=33&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including CEO and CFO certifications required by the Sarbanes-Oxley Act of 2002 and XBRL documents - The exhibits filed include CEO and CFO certifications pursuant to **Sarbanes-Oxley Act Sections 302 and 906**[142](index=142&type=chunk)

Table of Contents 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, 2019 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38399 DFB HEALTHCARE ACQUISITIONS CORP. (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION (Exact name of registrant as specified in its charter) Delaware 82-36 ...