Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended |
Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
Page |
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ITEM 1. |
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1 | ||||||
2 | ||||||
3 | ||||||
4 | ||||||
5 | ||||||
6 | ||||||
ITEM 2. |
19 | |||||
ITEM 3. |
26 | |||||
ITEM 4. |
26 | |||||
ITEM 1. |
27 | |||||
ITEM 1A. |
27 | |||||
ITEM 2. |
29 | |||||
ITEM 6. |
30 | |||||
32 |
March 31, 2021 |
December 31, 2020 |
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Assets |
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Current assets: |
||||||||
Cash and cash equivalents |
$ | $ | ||||||
Accounts receivable, less allowance for doubtful accounts of $ |
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Inventories |
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Other current assets |
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Total current assets |
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Property and equipment: |
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Medical equipment |
||||||||
Property and office equipment |
||||||||
Accumulated depreciation |
( |
) | ( |
) | ||||
Total property and equipment, net |
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Other long-term assets: |
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Goodwill |
||||||||
Operating lease right-of-use |
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Other intangibles, net |
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Other |
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Total assets |
$ | $ | ||||||
Liabilities and Equity |
||||||||
Current liabilities: |
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Current portion of long-term debt |
$ | $ | ||||||
Current portion of operating lease liability |
||||||||
Current portion of obligation under tax receivable agreement |
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Accounts payable |
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Accrued compensation |
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Accrued interest |
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Deferred revenue |
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Other accrued expenses |
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Total current liabilities |
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Long-term debt, less current portion |
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Obligation under tax receivable agreement, pension and other long-term liabilities |
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Operating lease liability, less current portion |
||||||||
Deferred income taxes, net |
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Commitments and contingencies (Note 11) |
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Equity |
||||||||
Common stock, $ |
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Additional paid-in capital |
||||||||
Accumulated deficit |
( |
) | ( |
) | ||||
Accumulated other comprehensive loss |
( |
) | ( |
) | ||||
Total Agiliti, Inc. and Subsidiaries equity |
||||||||
Noncontrolling interest |
||||||||
Total equity |
||||||||
Total liabilities and equity |
$ | $ | ||||||
Three Months Ended March 31, |
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2021 |
2020 |
|||||||
Revenue |
$ | $ | ||||||
Cost of revenue |
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Gross margin |
||||||||
Selling, general and administrative |
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Operating income |
||||||||
Interest expense |
||||||||
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|||||
Income (loss) before income taxes and noncontrolling interest |
( |
) | ||||||
Income tax expense (benefit) |
( |
) | ||||||
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|
|
|
|||||
Consolidated net income (loss) |
( |
) | ||||||
Net income attributable to noncontrolling interest |
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|||||
Net income (loss) attributable to Agiliti, Inc. and Subsidiaries |
$ | $ | ( |
) | ||||
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|
|||||
Basic income (loss) per share |
$ | $ | ( |
) | ||||
Diluted income (loss) per share |
$ | $ | ( |
) | ||||
Weighted-average common shares outstanding: |
||||||||
Basic |
||||||||
Diluted |
Three Months Ended March 31, |
||||||||
2021 |
2020 |
|||||||
Consolidated net income (loss) |
$ | $ | ( |
) | ||||
Other comprehensive income: |
||||||||
Gain on minimum pension liability, net of tax of $ |
||||||||
Gain on cash flow hedge, net of tax of $ |
— | |||||||
Total other comprehensive income |
||||||||
Comprehensive income (loss) |
( |
) | ||||||
Comprehensive income attributable to noncontrolling interest |
||||||||
Comprehensive income (loss) attributable to Agiliti, Inc. and Subsidiaries |
$ | $ | ( |
) | ||||
(in thousands) |
Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Accumulated Other Comprehensive Loss |
Noncontrolling Interests |
Total Equity |
||||||||||||||||||
Balance at December 31, 2020 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | $ | ||||||||||||||
Net income |
— | — | — | |||||||||||||||||||||
Other comprehensive loss |
— | — | — | — | ||||||||||||||||||||
Share-based compensation |
— | — | — | — | ||||||||||||||||||||
Issuance of common stock |
— | — | — | — | ||||||||||||||||||||
Dividend forfeited |
— | — | — | — | ||||||||||||||||||||
Cash distributions to noncontrolling interests |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at March 31, 2021 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | $ | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
(in thousands) |
Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Accumulated Other Comprehensive Loss |
Noncontrolling Interests |
Total Equity |
||||||||||||||||||
Balance at December 31, 2019 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | $ | ||||||||||||||
Net (loss) income |
— | — | ( |
) | — | ( |
) | |||||||||||||||||
Other comprehensive income |
— | — | — | — | ||||||||||||||||||||
Share-based compensation |
— | — | — | — | ||||||||||||||||||||
Shares forfeited for taxes |
— | ( |
) | — | — | — | ( |
) | ||||||||||||||||
Dividend forfeited |
— | — | — | — | ||||||||||||||||||||
Cash distributions to noncontrolling interests |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at March 31, 2020 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | $ | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
||||||||
2021 |
2020 |
|||||||
Cash flows from operating activities: |
||||||||
Consolidated net income (loss) |
$ | $ | ( |
) | ||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
||||||||
Depreciation |
||||||||
Amortization |
||||||||
Remeasurement of tax receivable agreement |
— | |||||||
Provision for doubtful accounts |
||||||||
Provision for inventory obsolescence |
||||||||
Non-cash share-based compensation expense |
||||||||
Gain on sales and disposals of equipment |
( |
) | ( |
) | ||||
Deferred income taxes |
( |
) | ||||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable |
( |
) | ||||||
Inventories |
( |
) | ||||||
Other operating assets |
||||||||
Accounts payable |
||||||||
Other operating liabilities |
( |
) | ||||||
Net cash provided by operating activities |
||||||||
Cash flows from investing activities: |
||||||||
Medical equipment purchases |
( |
) | ( |
) | ||||
Property and office equipment purchases |
( |
) | ( |
) | ||||
Proceeds from disposition of property and equipment |
||||||||
Acquisitions, net of cash acquired |
( |
) | ( |
) | ||||
Net cash used in investing activities |
( |
) | ( |
) | ||||
Cash flows from financing activities: |
||||||||
Proceeds under new revolver |
||||||||
Payments under new revolver |
— | ( |
) | |||||
Proceeds under new term loan |
||||||||
Payments under new term loan |
( |
) | ( |
) | ||||
Payments of principal under finance lease liability |
( |
) | ( |
) | ||||
Payments of deferred financing costs |
— | ( |
) | |||||
Payments under tax receivable agreement |
( |
) | — | |||||
Distributions to noncontrolling interests |
( |
) | ( |
) | ||||
Dividend and equity distribution payment |
( |
) | ( |
) | ||||
Shares forfeited for taxes |
— | ( |
) | |||||
Change in book overdrafts |
— | ( |
) | |||||
Net cash provided by financing activities |
||||||||
Net change in cash and cash equivalents |
( |
) | ||||||
Cash and cash equivalents at the beginning of period |
— | |||||||
Cash and cash equivalents at the end of period |
$ | $ | ||||||
Supplemental cash flow information: |
||||||||
Interest paid |
$ | $ | ||||||
Income taxes (refund) paid |
( |
) |
1. |
Basis of Presentation |
2. |
Recent Accounting Pronouncements |
3. |
Revenue Recognition |
Three Months Ended March 31, |
||||||||
(in thousands) |
2021 |
2020 |
||||||
Equipment Solutions |
$ | $ | ||||||
Clinical Engineering |
||||||||
Onsite Managed Services |
||||||||
$ | $ | |||||||
4. |
Acquisitions |
(in thousands) |
||||
Cash |
$ | |||
Accounts receivable |
||||
Inventories |
||||
Other current assets |
||||
Property and equipment |
||||
Goodwill |
||||
Operating lease right-of-use |
||||
Other intangibles |
||||
Accounts payable |
( |
) | ||
Accrued compensation |
( |
) | ||
Other accrued expenses |
( |
) | ||
Finance lease liability |
( |
) | ||
Operating lease liability |
( |
) | ||
Other long-term liabilities |
( |
) | ||
Deferred income taxes |
( |
) | ||
Total purchase price |
$ | |||
(Unaudited) Three Months Ended March 31, |
||||||||
(in thousands) |
2021 |
2020 |
||||||
Revenue |
$ | $ | ||||||
Net income (loss) attributable to Agiliti, Inc. and Subsidiaries |
( |
) |
(in thousands) |
||||
Cash |
$ | |||
Accounts receivable |
||||
Inventories |
||||
Other current assets |
||||
Property and equipment |
||||
Goodwill |
||||
Operating lease right-of-use |
||||
Other intangibles |
||||
Accounts payable |
( |
) | ||
Accrued compensation |
( |
) | ||
Other accrued expenses |
( |
) | ||
Operating lease liability |
( |
) | ||
Total purchase price |
$ | |||
5. |
Fair Value Measurements |
Fair Value at March 31, 2021 |
Fair Value at December 31, 2020 |
|||||||||||||||||||||||||||||||
(in thousands) |
Level 1 |
Level 2 |
Level 3 |
Total |
Level 1 |
Level 2 |
Level 3 |
Total |
||||||||||||||||||||||||
Assets: |
||||||||||||||||||||||||||||||||
Deferred compensation assets |
$ | $ | — | $ | — | $ | $ | $ | — | $ | — | $ | ||||||||||||||||||||
Interest rate swap |
— | — | — | — | ||||||||||||||||||||||||||||
Liabilities: |
||||||||||||||||||||||||||||||||
Contingent consideration |
$ | — | $ | — | $ | $ | $ | — | $ | — | $ | $ | ||||||||||||||||||||
Obligation under tax receivable agreement |
— | — | — | — | ||||||||||||||||||||||||||||
Interest rate swap |
— | — | — | — | ||||||||||||||||||||||||||||
Deferred compensation liabilities |
— | — | — | — |
March 31, 2021 |
December 31, 2020 |
|||||||||||||||
(in thousands) |
Carrying Value |
Fair Value |
Carrying Value |
Fair Value |
||||||||||||
First Lien Term Loan (1) |
$ | $ | $ | $ | ||||||||||||
Second Lien Term Loan (2) |
(1) | The carrying value of the First Lien Term Loan is net of unamortized deferred financing costs of $ |
(2) | The carrying value of the Second Lien Term Loan is net of unamortized deferred financing costs of $ |
6. |
Selected Financial Statement Information |
March 31, 2021 |
December 31, 2020 |
|||||||||||||||||||||||||||||||
(in thousands) |
Cost |
Accumulated Amortization |
Impairment |
Net |
Cost |
Accumulated Amortization |
Impairment |
Net |
||||||||||||||||||||||||
Finite-life intangibles |
||||||||||||||||||||||||||||||||
Customer relationship |
$ | $ | ( |
) | $ | — | $ | $ | $ | ( |
) | $ | — | $ | ||||||||||||||||||
Non-compete agreements |
( |
) | — | ( |
) | — | ||||||||||||||||||||||||||
Trade names |
( |
) | — | ( |
) | — | ||||||||||||||||||||||||||
Total intangible assets |
$ | $ | ( |
) | $ | — | $ | $ | $ | ( |
) | $ | — | $ | ||||||||||||||||||
(in thousands) |
||||
Remainder of 2021 |
$ | |||
2022 |
||||
2023 |
||||
2024 |
||||
2025 |
||||
2026 |
Three Months Ended March 31, |
||||||||
2021 |
2020 |
|||||||
Non-cash activities: |
||||||||
Property and equipment purchases included in accounts payable (at end of period) |
$ | $ | ||||||
Finance lease additions |
||||||||
Operating lease right-of-use |
||||||||
Issuance of common stock related to acquisition |
— |
7. |
Share-Based Compensation |
8. |
Long-Term Debt |
(in thousands) |
March 31, 2021 |
December 31, 2020 |
||||||
First Lien Term Loan (1) |
$ | $ | ||||||
Second Lien Term Loan (2) |
||||||||
Revolving Loan (3) |
( |
) | ||||||
Finance lease liability |
||||||||
Less: Current portion of long-term debt |
( |
) | ( |
) | ||||
Total long-term debt |
$ | $ | ||||||
(1) | The carrying value of the First Lien Term Loan is net of unamortized deferred financing costs of $ |
(2) | The carrying value of the Second Lien Term Loan is net of unamortized deferred financing costs of $ |
(3) | The carrying value of the Revolving Loan is net of unamortized deferred financing costs of $ |
9. |
Leases |
(in thousands) |
Classification |
March 31, 2021 |
December 31, 2020 |
|||||||
Lease Assets |
||||||||||
Operating lease assets |
Operating lease right-of-use |
$ | $ | |||||||
Finance lease assets |
Property and equipment (a) |
|||||||||
Total leased assets |
$ | $ | ||||||||
Lease Liabilities |
||||||||||
Current |
||||||||||
Operating |
Current portion of operating lease liability |
$ | $ | |||||||
Finance |
Current portion of long-term debt |
|||||||||
Noncurrent |
||||||||||
Operating |
Operating lease liability, less current portion |
|||||||||
Finance |
Long-term debt, less current portion |
|||||||||
Total lease liabilities |
$ | $ | ||||||||
(a) |
Finance lease assets are recorded net of accumulated depreciation of $ |
Three Months Ended March 31, |
||||||||
(in thousands) |
2021 |
2020 |
||||||
Lease Cost |
||||||||
Finance lease cost |
||||||||
Amortization of right-of-use |
$ | $ | ||||||
Interest on lease liabilities |
||||||||
Operating lease cost |
||||||||
Short-term lease cost |
||||||||
Variable lease cost |
||||||||
Total lease cost |
$ | $ | ||||||
(in thousands) |
Operating Leases |
Finance Leases |
Total |
|||||||||
Remaining of 2021 |
$ | $ | $ | |||||||||
2022 |
||||||||||||
2023 |
||||||||||||
2024 |
||||||||||||
2025 |
||||||||||||
Thereafter |
||||||||||||
Total lease payments |
$ | $ | $ | |||||||||
Less: Interest |
||||||||||||
Present value of lease liabilities |
$ | $ | $ | |||||||||
March 31, 2021 |
||||
Lease Term and Discount Rate |
||||
Weighted-average remaining lease term (years) |
||||
Operating leases |
||||
Finance leases |
||||
Weighted-average discount rate |
||||
Operating leases |
% | |||
Finance leases |
% |
Three Months Ended March 31, |
||||||||
(in thousands) |
2021 |
2020 |
||||||
Cash paid for amounts included in the measurement of lease liabilities |
||||||||
Operating cash flows from finance leases |
$ | $ | ||||||
Operating cash flows from operating leases |
||||||||
Financing cash flows from finance leases |
||||||||
Lease asset obtained in exchange for new finance lease liabilities |
||||||||
Lease asset obtained in exchange for new operating lease liabilities |
10. |
Dividend |
11. |
Commitments and Contingencies |
12. |
Related Party Transaction |
13. |
Limited Liability Companies |
14. |
Employee Benefit Plans |
Three Months Ended March 31, |
||||||||
(in thousands) |
2021 |
2020 |
||||||
Interest cost |
$ | $ | ||||||
Expected return on plan assets |
( |
) | ( |
) | ||||
Recognized net actuarial loss |
||||||||
Net periodic benefit cost |
$ | ( |
) | $ | ( |
) | ||
15. |
Income Taxes |
16. |
Concentration |
17. |
Earnings (Loss) Per Share |
Three Months Ended March 31, |
||||||||
2021 |
2020 |
|||||||
Basic weighted average shares outstanding |
||||||||
Net effect of dilutive stock awards based upon the treasury stock method |
— | |||||||
Dilutive weighted average shares outstanding |
||||||||
Basic earnings (loss) per share |
$ | $ | ( |
) | ||||
Basic earnings (loss) per share |
$ | $ | ( |
) | ||||
Anti-dilutive share-based awards excluded from the calculation of |
||||||||
dilutive earnings per share |
— |
18. |
Subsequent Events |
• | our financial condition as of March 31, 2021; and |
• | the results of operations for the three-month periods ended March 31, 2021 and 2020. |
Percent to Total Revenue | ||||||||||
Three Months Ended March 31, | ||||||||||
2021 |
2020 | |||||||||
Revenue |
100.0 | % | 100.0 | % | ||||||
Cost of revenue |
56.9 | 67.7 | ||||||||
|
|
|
|
|||||||
Gross margin |
43.1 | 32.3 | ||||||||
Selling, general and administrative |
29.4 | 31.6 | ||||||||
|
|
|
|
|||||||
Operating income |
13.7 | 0.7 | ||||||||
Interest expense |
7.7 | 9.9 | ||||||||
|
|
|
|
|||||||
Income (loss) before income taxes and noncontrolling interest |
6.0 | (9.2 | ) | |||||||
Income tax expense (benefit) |
1.9 | (2.2 | ) | |||||||
|
|
|
|
|||||||
Consolidated net income (loss) |
4.1 | % | (7.0 | )% | ||||||
|
|
|
|
Three Months Ended March 31, |
||||||||||||
2021 |
2020 |
% Change |
||||||||||
Equipment Solutions |
$ | 82,471 | $ | 68,405 | 20.6 | % | ||||||
Clinical Engineering |
75,106 | 66,014 | 13.8 | |||||||||
Onsite Managed Services |
77,668 | 44,821 | 73.3 | |||||||||
|
|
|
|
|
|
|||||||
Total Revenue |
$ | 235,245 | $ | 179,240 | 31.2 | % | ||||||
|
|
|
|
|
|
Three Months Ended March 31, |
||||||||||||||||
2021 |
2020 |
Change |
% Change |
|||||||||||||
Selling, general and administrative |
$ | 69,224 | $ | 56,566 | $ | 12,658 | 22.4 | % | ||||||||
Interest expense |
18,021 | 17,817 | 204 | 1.1 |
Three Months Ended March 31, |
||||||||
(in thousands) |
2021 |
2020 |
||||||
Net income (loss) attributable to Agiliti, Inc. and Subsidiaries |
$ | 9,553 | $ | (12,622 | ) | |||
Interest expense |
18,021 | 17,817 | ||||||
Income tax expense (benefit) |
4,495 | (4,028 | ) | |||||
Depreciation and amortization |
43,563 | 40,166 | ||||||
|
|
|
|
|||||
EBITDA |
75,632 | 41,333 | ||||||
Non-cash share-based compensation expense |
2,412 | 2,383 | ||||||
Management and other expenses (1) |
563 | 4,111 | ||||||
Transaction costs (2) |
3,451 | 889 | ||||||
Tax receivable agreement remeasurement |
4,148 | — | ||||||
|
|
|
|
|||||
Adjusted EBITDA |
$ | 86,206 | $ | 48,716 | ||||
|
|
|
|
|||||
Other Financial Data: |
||||||||
Net cash provided by operating activities |
$ | 62,909 | $ | 27,679 | ||||
Net cash used in investing activities |
(457,525 | ) | (101,139 | ) | ||||
Net cash provided by financing activities |
201,439 | 134,483 |
(1) | Management and other expenses represent (a) the Advisory Services Fees, which were terminated in connection with the initial public offering and (b) employee related non-recurring expenses. |
(2) | Transaction costs represent costs associated with potential mergers and acquisitions and are primarily related to the Northfield Acquisition. |
• | effects from political and policy changes that could limit our growth opportunities; |
• | effects from the continued COVID-19 pandemic on our business and the economy; |
• | our potential inability to maintain existing contracts or contract terms with, or enter into new contracts with, our customers; |
• | cancellations by or disputes with customers; |
• | our potential failure to maintain our reputation, including by protecting intellectual property; |
• | effects of a global economic downturn on our customers and suppliers; |
• | a decrease in our customers’ patient census or services; |
• | competitive practices by our competitors that could cause us to lose market share, reduce our prices or increase our expenditures; |
• | the bundling of products and services by our competitors, some of which we do not offer; |
• | consolidation in the healthcare industry, which may lead to a reduction in the prices we charge; |
• | adverse developments with supplier relationships; |
• | the potential inability to change the manner in which healthcare providers traditionally procure medical equipment; |
• | our potential inability to attract and retain key personnel; |
• | our potential inability to make attractive acquisitions or successfully integrate acquire businesses; |
• | an increase in expenses related to our pension plan; |
• | the fluctuation of our cash flow; |
• | credit risks relating to home care providers and nursing homes; |
• | potential claims related to the medical equipment that we outsource and service; |
• | the incurrence of costs that we cannot pass through to our customers; |
• | a failure of our management information systems; |
• | limitations inherent in all internal controls systems over financial reporting; |
• | social unrest; |
• | our failure to keep up with technological changes; |
• | our failure to coordinate the management of our equipment; |
• | challenges to our tax positions or changes in taxation laws; |
• | litigation that may be costly to defend; |
• | uncertainty surrounding healthcare reform initiatives; |
• | federal privacy laws that may subject us to more stringent penalties; |
• | our relationship with healthcare facilities and marketing practices that are subject to federal Anti-Kickback Statute and similar state laws; |
• | our contracts with the federal government that subject us to additional oversight; |
• | the impact of changes in third-party payor reimbursement for healthcare items and services on our customers’ ability to pay for our services; |
• | the highly regulated environment our customers operate in; |
• | potential recall or obsolescence of our large fleet of medical equipment; and |
• | other factors disclosed in the section entitled “Risk Factors” in this Form 10-Q, in our Prospectus, and elsewhere in our filings with the SEC. |
(a) | Evaluation of disclosure controls and procedures |
(b) | Changes in internal control over financial reporting |
Item 1. |
Legal Proceedings |
Item 1A. |
Risk Factors |
• | make it more difficult for us to satisfy our debt obligations; |
• | increase our vulnerability to general adverse economic, industry and competitive conditions; |
• | require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, research and development efforts and other general corporate purposes; |
• | limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; |
• | place us at a competitive disadvantage compared to our competitors that have less indebtedness; |
• | limit our ability to borrow additional funds; |
• | limit our ability to make investments in technology and infrastructure improvements; and |
• | limit our ability to make significant acquisitions. |
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
• | On March 19, 2021 (the “Closing Date”), we completed the Northfield Acquisition for a purchase price of $475.0 million, subject to adjustments. In connection with the Northfield Acquisition, certain members of the Northfield management team delivered commitment letters to reinvest a portion of the transaction proceeds to acquire our common stock on the Closing Date. This commitment resulted in the issuance of approximately 752,328 shares of our common stock to the Northfield management team. |
• | On March 22, 2021, we issued 107,711 shares of common stock in connection with the settlement of restricted stock units held by a former employee. |
Item 6. |
Exhibits |
Exhibit Number |
Description | |
3.1 | Form of Second Amended and Restated Certificate of Incorporation of Agiliti, Inc. (incorporated by reference to Exhibit 3.1 to our Registration Statement on Form S-1 filed on March 5, 2021). | |
3.2 | Third Amended and Restated Bylaws of Agiliti, Inc. (incorporated by reference to Exhibit 3.2 to our Registration Statement on Form S-1 filed on March 5, 2021). | |
4.1 | Form of Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 4.5 to our Registration Statement on Form S-1 filed on March 5, 2021). | |
10.1 | Form of Amended and Restated Director Nomination Agreement (incorporated by reference to Exhibit 10.2 to our Registration Statement on Form S-1 filed on March 5, 2021). | |
10.2+ | Employment Agreement, dated as of January 20, 2020, by and between Thomas W. Boehning and Agiliti, Inc. (incorporated by reference to Exhibit 10.15 to our Registration Statement on Form S-1 filed on March 5, 2021). | |
10.3+ | Employment Offer Letter, dated as of January 31, 2020, from Agiliti Health, Inc. to David Anbari (incorporated by reference to Exhibit 10.16 to our Registration Statement on Form S-1 filed on March 5, 2021). | |
10.4+ | Form of Agiliti, Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.20 to our Registration Statement on Form S-1 filed on March 5, 2021). | |
10.5+ | Form of Agiliti, Inc. Amended and Restated 2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.21 to our Registration Statement on Form S-1 filed on March 5, 2021). | |
10.6+ | Form of Restricted Stock Unit Agreement Pursuant to the Agiliti, Inc. Amended and Restated 2018 Omnibus Incentive Plan (Employee Form) (incorporated by reference to Exhibit 10.22 to our Registration Statement on Form S-1 filed on March 5, 2021). | |
10.7+ | Form of Performance Restricted Stock Unit Agreement Pursuant to the Agiliti, Inc. Amended and Restated 2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.23 to our Registration Statement on Form S-1 filed on March 5, 2021). | |
10.8+ | Form of Nonqualified Stock Option Agreement Pursuant to the Agiliti, Inc. Amended and Restated 2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.24 to our Registration Statement on Form S-1 filed on March 5, 2021). | |
10.9+ | Form of Restricted Stock Unit Agreement Pursuant to the Agiliti, Inc. Amended and Restated 2018 Omnibus Incentive Plan (Director Form) (incorporated by reference to Exhibit 10.25 to our Registration Statement on Form S-1 filed on March 5, 2021). | |
10.10 | Amendment No. 1 to Credit Agreement, dated as of February 6, 2020, by and among Agiliti Health, Inc., as borrower, Agiliti Holdco, Inc. and certain subsidiaries of Agiliti Health as guarantors, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other loan parties thereto (incorporated by reference to Exhibit 10.26 to our Amendment No. 1 to our Registration Statement on Form S-1 filed on April 15, 2021). |
+ | Indicates a management contract or compensatory plan or arrangement. |
* | Furnished, not filed |
Agiliti, Inc. | ||
By | /s/ Thomas J. Leonard | |
Thomas J. Leonard | ||
Chief Executive Officer | ||
(Principal Executive Officer and Duly Authorized Officer) | ||
By | /s/ James B. Pekarek | |
James B. Pekarek | ||
Executive Vice President and Chief Financial Officer | ||
(Principal Financial Officer) |