Earnings (Loss) Per Share

9 Months Ended

Sep. 30, 2024

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 outstanding warrants, unvested restricted stock, outstanding stock options and outstanding preferred stock. See Note 10, 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.

Computations of basic and diluted net income (loss) per share were as follows (in thousands, except per share data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Numerator
Net income (loss) attributable to AdaptHealth Corp.	$	22,859	$	(454,076)	$	40,160	$	(424,392)
Less: Earnings allocated to participating securities (1)	1,933		—		3,415		—
Net income (loss) for basic EPS	$	20,926	$	(454,076)	$	36,745	$	(424,392)
Change in fair value of warrant liability (2)	—		(9,160)		—		(31,886)
Net income (loss) for diluted EPS	$	20,926	$	(463,236)	$	36,745	$	(456,278)

Denominator (1) (2)
Basic weighted-average common shares outstanding	134,303		134,825		133,481		134,549
Add: Warrants (2)	—		157		—		653
Add: Stock options	301		—		245		—
Add: Unvested restricted stock	1,926		—		1,715		—
Diluted weighted-average common shares outstanding	136,530		134,982		135,441		135,202

Basic net income (loss) per share	$	0.16	$	(3.37)	$	0.28	$	(3.15)
Diluted net income (loss) per share	$	0.15	$	(3.43)	$	0.27	$	(3.37)

(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.

(2)For the three and nine months ended September 30, 2023, the impact to earnings from the change in fair value of the Company’s warrant liability is excluded from the numerator, and the corresponding security is included in the denominator, for purposes of computing diluted net loss per share. This adjustment is included as the effect of the numerator and denominator adjustment for this derivative instrument is dilutive as a result of the non-cash gain recognized for the change in fair value of this instrument during these periods. For the three and nine months ended September 30, 2024, this adjustment is excluded from the computation of diluted net income per share under the treasury stock method since its 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 income (loss) per share for the three and nine months ended September 30, 2024 and 2023 because to do so would be antidilutive (in thousands):


	Three Months Ended September 30,		Nine Months Ended September 30,
	2024	2023	2024	2023
Preferred Stock	12,406	12,406	12,406	12,406
Warrants	3,872	—	3,872	—
Stock options	2,128	3,420	2,184	3,420
Unvested restricted stock	1,427	2,057	1,638	2,057
Total	19,833	17,883	20,100	17,883