The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our consolidated financial
statements and the related notes and other financial information included
elsewhere in this Quarterly Report on Form 10-Q and with the audited
consolidated financial statements and the related notes thereto in the Company's
Annual report on Form 10-K for the year ended December 31, 2021 filed with the
Securities and Exchange Commission ("SEC") on March 8, 2022 ("2021 Form 10-K
Report"). In addition to historical consolidated financial information, the
following discussion contains forward-looking statements that reflect our plans,
estimates, and beliefs. Our actual results could differ materially from those
discussed in the forward-looking statements. You should review the sections
titled "Note Regarding Forward-Looking Statements" for a discussion of
forward-looking statements as well as the section titled "Risk Factors" for a
discussion of factors that could cause actual results to differ materially from
the results described in or implied by the forward-looking statements contained
in the following discussion and analysis and elsewhere in this Quarterly Report
on Form 10-Q and in our 2021 Form 10-K Report.

BUSINESS OVERVIEW

Our Company

Unless otherwise specified, the terms “we”, “our”, “us” and the “Company” refer
to Agiliti, Inc. and, where appropriate, its consolidated subsidiaries.


We believe we are one of the leading experts in the manufacturing, management,
maintenance and mobilization of mission-critical, regulated, reusable medical
devices. We offer healthcare providers a comprehensive suite of medical
equipment management and service solutions that help reduce capital and
operating expenses, optimize medical equipment utilization, reduce waste,
enhance staff productivity and bolster patient safety.

We commenced operations in 1939, originally incorporated in Minnesota in 1954
and reincorporated in Delaware in 2001.


In our more than 80 years of experience ensuring healthcare providers have
high-quality, expertly maintained equipment to serve their patients, we've
established a nationwide operating footprint that supports our offering. This
at-scale, local market service and logistics infrastructure positions us to
reach customers across the entire healthcare continuum-from individual
facilities to the largest and most complex healthcare systems. Our ability to
rapidly mobilize, track, repair and redeploy equipment during times of peak need
or emergent events has made us a service provider of choice for city, state and
the federal government in the management of emergency equipment stockpiles.

Our diverse customer base includes more than 9,000 national, regional and local
acute care hospitals, health systems and integrated delivery networks and
alternate site providers (such as surgery centers, specialty hospitals, home
care providers, long-term acute care hospitals and skilled nursing facilities).
We serve the federal government as well as a number of city and state
governments providing management and maintenance of emergency equipment
stockpiles, and we are an outsourced service provider to medical device
manufacturers supporting critical device remediation and repair services. We
deliver our solutions through our nationwide network of more than 150 service
centers and 7 ISO 13485 Certified Centers of Excellence, among which we employ a
team of more than 700 specialized biomed repair technicians, more than 4,000
field-based service operators who work onsite within customer facilities or in
our local service centers, and over 200 field sales and account managers. Our
fees are primarily paid directly by our customers rather than by direct
reimbursement from third-party payors, such as private insurers, Medicare or
Medicaid.

We deploy our solution offering across three primary service lines:


On-Site Managed Services: Onsite Managed Services are comprehensive programs
that assume full responsibility for the management, reprocessing and logistics
of medical equipment at individual facilities and integrated delivery networks
("IDNs"), with the added benefit of enhancing equipment utilization and freeing
more clinician time for patient care. This solution monitors and adjusts
equipment quantities and availability to address fluctuations in patient census
and acuity. Our more than 1,600 onsite employees work 24/7 in customer
facilities, augmenting clinical support by integrating proven equipment
management processes, utilizing our proprietary management software and
conducting daily rounds and unit-based training to ensure equipment is being
used and managed properly, overall helping to optimize day-to-day operations and
care outcomes. We assume full responsibility for ensuring equipment is available
when and where it is needed, removing equipment when no longer in use, and
decontaminating, testing and servicing equipment as needed between each patient
use. Revenue attributable to such customers represented 23.8% and 27.9% of our
total revenue for the three months ended September 30, 2022 and 2021,
respectively, and 23.5% and 30.5% of our total revenue for the nine months ended
September 30, 2022 and 2021, respectively.
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Clinical Engineering Services: Clinical Engineering Services provides
maintenance, repair and remediation solutions for all types of medical
equipment, including general biomedical equipment, diagnostic imaging equipment
and surgical equipment through supplemental and outsourced offerings. Our
supplemental offering helps customers manage their equipment repair and
maintenance backlog, assist with remediation and regulatory reporting and
temporarily fill open biotechnical positions. With our outsourced offering, we
assume full management, staffing and clinical engineering service
responsibilities for individual or system-wide customer sites. The outsourced
model deploys a dedicated, on-site team to coordinate the management of
customer-owned equipment utilizing our proprietary information systems, third
party vendors of services and parts, and a broad range of professional services
for capital equipment planning and regulatory compliance. We leverage more than
700 technical resources from our over 150 local market service centers and 7
Centers of Excellence to flex staff in and out of customer facilities on an
as-needed basis, ensuring customers pay only for time spent directly servicing
their equipment by an appropriately qualified technician. We use flex staffing
for our supplemental clinical engineering solution and to augment support when
additional technicians are needed to supplement our outsourced services during
peak workload. We contract our Clinical Engineering Services with acute care and
alternate site facilities across the U.S., as well as with the federal
government and any medical device manufacturers that require a broad logistical
footprint to support their large-scale service needs. Revenue attributable to
such customers represented 38.2% and 42.5% of our total revenue for the three
months ended September 30, 2022 and 2021, respectively, and 37.0% and 38.5% of
our total revenue for the nine months ended September 30, 2022 and 2021,
respectively.

Equipment Solutions: Equipment Solutions primarily provides supplemental, peak
need and per-case rental of general biomedical, specialty, and surgical
equipment to acute care hospitals and alternate site providers in the U.S.,
including some of the nation's premier healthcare institutions and integrated
delivery networks. We contract for Equipment Solutions services directly with
customers or through our contractual arrangements with hospital systems and
alternate site providers. We consistently achieve high customer satisfaction
ratings by delivering patient-ready equipment within our contracted equipment
delivery times and by providing technical support and educational in-servicing
for equipment as-needed in clinical departments, including the emergency room,
operating room, intensive care, rehabilitation and general patient care areas.
We are committed to providing the highest quality of equipment to our customers,
and we do so through the use of our comprehensive Quality Management System
which is based on the quality standards recognized worldwide for medical
devices: 21 CFR 820 and ISO 13485:2016. This commitment ensures that customers
have access to patient-ready equipment with the confidence of knowing it has
been prepared and maintained to the highest industry standard to deliver optimal
patient safety and outcomes. Revenue attributable to such customers represented
38.0% and 29.6% of our total revenue for the three months ended September 30,
2022 and 2021, respectively, and 39.5% and 31.0% of our total revenue for the
nine months ended September 30, 2022 and 2021, respectively.

Many of our customers have multiple contracts and have revenue reported in
multiple service lines. Our contracts vary based upon service offering,
including with respect to term (with most being multi-year contracts), pricing
(daily, monthly and fixed fee arrangements) and termination (termination for
convenience to termination for cause only). Many of our contracts contain
customer commitment guarantees and annual price increases tied to the consumer
price index. Standard contract terms include payment terms, limitation of
liability, force majeure provisions and choice of law/venue.

Further, the infrastructure and capabilities required to provide connected,
responsive equipment lifecycle management is typically cost-prohibitive, even
for large IDNs. Our nationwide network of clinical engineers, storage and repair
facilities, vehicles and analytics tools gives us scale to provide
cost-effective services for individual facilities, systems, regional IDNs,
governments and device manufacturers.

Impact of COVID-19 on our Business


We have taken proactive action to protect the health and safety of our
employees, customers, partners and suppliers. There continues to be uncertainty
related to the full extent of the impact of the COVID-19 outbreak on our future
results, but we believe our business model and our available borrowings under
our Revolving Credit Facility position us well to continue to manage our
business through this crisis.

We continue to monitor the evolving situation and guidance from federal, state
and local public health authorities and may take additional actions based on
their recommendations. In these circumstances, there may be developments outside
our control requiring us to adjust our operating plan. As such, given the nature
of this situation, we cannot reasonably estimate the future impacts of COVID-19
on our financial condition, results of operations or cash flows.
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Initial Public Offering


On April 22, 2021, our registration statement on Form S-1 (File No. 333-253947)
related to our initial public offering ("IPO") was declared effective by the
SEC, and our common stock began trading on the New York Stock Exchange ("NYSE")
on April 23, 2021. Our IPO closed on April 27, 2021.

RESULTS OF OPERATIONS

The following discussion addresses:

•our financial condition as of September 30, 2022; and
•the results of operations for the three and nine-month periods ended
September 30, 2022 and 2021.

This discussion should be read in conjunction with the consolidated financial
statements included elsewhere in this Quarterly Report on Form 10-Q and the
Management’s Discussion and Analysis of Financial Condition and Results of
Operations sections included in our 2021 Form 10-K Report.

The following tables provide our results of operations for the three and nine
months ended September 30, 2022 and 2021:

                                                                    Three Months Ended
                                                                       September 30,
(in thousands)                                         2022                                     2021                           $                  %
Consolidated Statement of                                    % of total                               % of total
Operations Data:                                               revenue                                  revenue
Revenue                                 $ 271,185                 100.0  %       $ 262,424                 100.0  %       $  8,761                  3.3  %
Cost of revenue                           169,582                  62.5            158,990                  60.6            10,592                  6.7
Gross margin                              101,603                  37.5            103,434                  39.4            (1,831)                (1.8)
Selling, general and
administrative expense                     86,044                  31.7             75,052                  28.6            10,992                 14.6
Operating income                           15,559                   5.8             28,382                  10.8           (12,823)               (45.2)
Interest expense                           12,531                   4.6             10,711                   4.1             1,820                 17.0
Tax indemnification expense                11,918                   4.4                  -                     -            11,918                100.0
Income (loss) before income taxes
and noncontrolling interest                (8,890)                 (3.2)            17,671                   6.7           (26,561)              (150.3)
Income tax (benefit) expense              (10,879)                 (4.0)             7,943                   3.0           (18,822)              (237.0)
Consolidated net income                 $   1,989                   0.8          $   9,728                   3.7          $ (7,739)               (79.6)


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                                                                     Nine Months Ended
                                                                       September 30,
(in thousands)                                         2022                                     2021                           $                  %
Consolidated Statement of                                    % of total    
                          % of total
Operations Data:                                               revenue                                  revenue
Revenue                                 $ 839,613                 100.0  %       $ 748,212                 100.0  %       $ 91,401                12.2  %
Cost of revenue                           516,218                  61.5            444,346                  59.4            71,872                16.2
Gross margin                              323,395                  38.5            303,866                  40.6            19,529                 6.4
Selling, general and
administrative expense                    254,303                  30.3            225,334                  30.1            28,969                12.9
Operating income                           69,092                   8.2             78,532                  10.5            (9,440)              (12.0)
Loss on extinguishment of debt              1,418                   0.2             10,116                   1.4            (8,698)              (86.0)
Interest expense                           34,456                   4.1             40,444                   5.4            (5,988)              (14.8)
Tax indemnification expense                11,918                   1.4                  -                     -            11,918               100.0
Income before income taxes and
noncontrolling interest                    21,300                   2.5             27,972                   3.7            (6,672)              (23.9)
Income tax (benefit) expense               (5,672)                 (0.7)            13,832                   1.8           (19,504)             (141.0)
Consolidated net income                 $  26,972                   3.2          $  14,140                   1.9          $ 12,832                90.7

Consolidated Results of Operations for the three months ended September 30, 2022
compared to the three months ended September 30, 2021

Total Revenue

The following table presents revenue by service solution for the three months
ended September 30, 2022 and 2021:

                                  Three Months Ended
                                    September 30,            Change
(in thousands)                   2022           2021            %
Equipment Solutions           $ 103,103      $  77,707        32.7  %
Clinical Engineering            103,639        111,614        (7.1)
Onsite Managed Services          64,443         73,103       (11.8)
Total revenue                 $ 271,185      $ 262,424         3.3  %


Total revenue for the three months ended September 30, 2022 was $271.2 million,
compared to $262.4 million for the three months ended September 30, 2021, an
increase of $8.8 million or 3.3%. Equipment Solutions revenue increased 32.7%
primarily driven by an increase in revenue of approximately $39.0 million
related to the Sizewise Acquisition which was partially offset by lower
utilization of our medical equipment post-COVID. Clinical Engineering revenue
decreased 7.1% primarily due to lower federal government contract revenue offset
partially by new business growth. Finally, our Onsite Managed Services revenue
decreased 11.8% primarily driven by lower revenue associated with the renewal of
the federal government contract. See Note 15, Concentration, to the consolidated
financial statements included in Part I, Item 1, of this Quarterly Report on
Form 10-Q for additional information on the renewed federal government contract.

Cost of Revenue


Total cost of revenue for the three months ended September 30, 2022 was $169.6
million compared to $159.0 million for the three months ended September 30,
2021, an increase of $10.6 million or 6.7%. On a percentage of revenue basis,
cost of revenue increased from 60.6% of revenue in 2021 to 62.5% in 2022. The
increase as a percentage of revenue was driven primarily from the federal
government contract renewal and lower utilization of our medical equipment
post-COVID offset partially by lower depreciation expense of approximately $7.0
million.

Gross Margin

Total gross margin for the three months ended September 30, 2022 was $101.6
million
, or 37.5% of total revenue, compared to $103.4 million, or 39.4% of
total revenue, for the three months ended September 30, 2021, a decrease of $1.8

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million or 1.8%. The decrease in gross margin as a percentage of revenue was
primarily impacted by the federal government contract renewal and lower
utilization of our medical equipment.

Selling, General and Administrative Expense


Selling, general and administrative expense increased $11.0 million, or 14.6%,
to $86.0 million for the three months ended September 30, 2022 as compared to
the same period of 2021. Selling, general and administrative expense as a
percentage of total revenue was 31.7% and 28.6% for the three months ended
September 30, 2022 and 2021, respectively. The increase was primarily due to the
increases in costs and amortization expense related to the acquisition of
Sizewise in 2021.

Interest Expense


Interest expense increased $1.8 million to $12.5 million for the three months
ended September 30, 2022 as compared to the same period of 2021 primarily due to
rising interest rates partially offset by lower debt balances.

Tax Indemnification Expense


Tax indemnification expense increased $11.9 million for the three months ended
September 30, 2022 as compared to the same period of 2021 due solely to
non-recurring expense incurred from the release of the indemnification asset
related to the Sizewise Acquisition.

Income Taxes


Income taxes were a benefit of $10.9 million and expense of $7.9 million for the
three months ended September 30, 2022 and 2021, respectively. Income tax benefit
increased $18.8 million for the three months ended September 30, 2022 as
compared to the same period of 2021. The increase is due to the release of the
reserve and associated interest and penalties accrual related to the Sizewise
Acquisition of $11.9 million and a reduction in pretax income.

Consolidated Net Income

Consolidated net income decreased $7.7 million to $2.0 million in the third
quarter of 2022 as compared to the same period of 2021. The decrease in net
income was impacted primarily by lower margins.

Consolidated Results of Operations for the nine months ended September 30, 2022
compared to the nine months ended September 30, 2021

Total Revenue

The following table presents revenue by service solution for the nine months
ended September 30, 2022 and 2021:

                                  Nine Months Ended
                                    September 30,            Change
(in thousands)                   2022           2021            %
Equipment Solutions           $ 331,810      $ 232,319        42.8  %
Clinical Engineering            310,850        287,860         8.0
Onsite Managed Services         196,953        228,033       (13.6)
Total revenue                 $ 839,613      $ 748,212        12.2  %


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Total revenue for the nine months ended September 30, 2022 was $839.6 million,
compared to $748.2 million for the nine months ended September 30, 2021, an
increase of $91.4 million or 12.2%. Equipment Solutions revenue increased 42.8%
primarily driven by the an increase in revenue of approximately $120.0 million
related to the Sizewise Acquisition, which was partially offset by lower
utilization of our medical equipment post-COVID. Clinical Engineering revenue
increased 8.0% primarily due to new business growth offset partially by lower
federal government revenue. Finally, our Onsite Managed Services revenue
decreased 13.6% primarily driven by lower revenue associated with the renewal of
the federal government contract.

Cost of Revenue


Total cost of revenue for the nine months ended September 30, 2022 was $516.2
million compared to $444.3 million for the nine months ended September 30, 2021,
an increase of $71.9 million or 16.2%. On a percentage of revenue basis, cost of
revenue increased from 59.4% of revenue in 2021 to 61.5% in 2022. The increase
as a percentage of revenue was driven primarily by the federal government
contract renewal and lower utilization of our medical equipment post-COVID
partially offset by lower depreciation expense of approximately $15.0 million.

Gross Margin

Total gross margin for the nine months ended September 30, 2022 was $323.4
million
, or 38.5% of total revenue, compared to $303.9 million, or 40.6% of
total revenue, for the nine months ended September 30, 2021, an increase of
$19.5 million or 6.4%. The decrease in gross margin as a percentage of revenue
was primarily impacted by the federal government contract renewal, lower
utilization of our equipment, and the acquisitions completed in the prior year.

Selling, General and Administrative Expense


Selling, general and administrative expense increased $29.0 million, or 12.9%,
to $254.3 million for the nine months ended September 30, 2022 as compared to
the same period of 2021. Selling, general and administrative expense as a
percentage of total revenue was 30.3% and 30.1% for the nine months ended
September 30, 2022 and 2021, respectively. The increase was primarily due to the
increases in costs and amortization expense related to the acquisition of
Northfield and Sizewise in 2021, partially offset by the elimination of the
management services agreement with our majority owner.

Loss on Extinguishment of Debt


Loss on extinguishment of debt for the nine months ended September 30, 2022 was
$1.4 million, compared to $10.1 million for the nine months ended September 30,
2021, a decrease of $8.7 million or 86.0%. Loss on extinguishment of debt for
the nine months ended September 30, 2022 consisted of the write-off of
unamortized debt discount related to the paydown of our term loan. The loss in
2021 was the result of the write-off of the unamortized deferred financing cost
and debt discount along with an additional 1% redemption price related to the
repayment of our Second Lien Term Loan.

Interest Expense


Interest expense decreased $6.0 million to $34.5 million for the nine months
ended September 30, 2022 as compared to the same period of 2021 primarily due to
the repayment of our Second Lien Term Loan from the proceeds of the IPO in the
second quarter of 2021 as well as the prepayment of $119.1 million on our First
Lien Term Loan during the first six months of 2022, partially offset by rising
interest rates.

Tax Indemnification Expense

Tax indemnification expense increased $11.9 million for the nine months ended
September 30, 2022 as compared to the same period of 2021 due solely to
non-recurring expense incurred from the release of the indemnification asset
related to the Sizewise Acquisition.

Income Taxes


Income taxes were a benefit of $5.7 million and expense of $13.8 million for the
nine months ended September 30, 2022 and 2021, respectively. The income tax
benefit increased $19.5 million primarily due to the release of the reserve and
associated interest and penalties accrual related to the Sizewise Acquisition of
$11.9 million and benefit from stock options and stock compensation offset by
the effect of pre-tax income from operations plus addbacks for non-deductible
expenses related to executive compensation disallowed under Internal Revenue
Code Section 162(m).
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Consolidated Net Income

Consolidated net income increased $12.8 million to $27.0 million in the nine
months ended September 30, 2022 as compared to the same period of 2021. The
increase in net income was impacted by the 12.2% increase in revenue.

Adjusted EBITDA


Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization
("Adjusted EBITDA") was $225.2 and $245.8 million for the nine months ended
September 30, 2022 and 2021, respectively. Adjusted EBITDA for the nine months
ended September 30, 2022 was lower than in 2021 primarily due to the reduction
in gross margin.

EBITDA is defined as earnings attributable to Agiliti, Inc. before interest
expense, income taxes, depreciation and amortization. Adjusted EBITDA is defined
as EBITDA excluding non-cash share-based compensation expense, management fees
and other non-recurring gains, expenses or losses, transaction costs,
remeasurement of tax receivable agreement and loss on extinguishment of debt. In
addition to using EBITDA and Adjusted EBITDA internally as measures of
operational performance, we disclose them externally to assist analysts,
investors and lenders in their comparisons of operational performance, valuation
and debt capacity across companies with differing capital, tax and legal
structures. We believe the investment community frequently uses EBITDA and
Adjusted EBITDA in the evaluation of similarly situated companies. Adjusted
EBITDA is also used by the Company as a factor to determine the total amount of
incentive compensation to be awarded to executive officers and other employees.
EBITDA and Adjusted EBITDA, however, are not measures of financial performance
under GAAP and should not be considered as alternatives to, or more meaningful
than, net income as measures of operating performance or to cash flows from
operating, investing or financing activities or as measures of liquidity. Since
EBITDA and Adjusted EBITDA are not measures determined in accordance with GAAP
and are thus susceptible to varying interpretations and calculations, EBITDA and
Adjusted EBITDA, as presented, may not be comparable to other similarly titled
measures of other companies. EBITDA and Adjusted EBITDA do not represent amounts
of funds that are available for management's discretionary use. EBITDA and
Adjusted EBITDA presented below may not be the same as EBITDA and Adjusted
EBITDA calculations as defined in the First Lien Credit Facilities. A
reconciliation of net income attributable to Agiliti, Inc. to Adjusted EBITDA is
included below:

                                                                   Nine Months Ended
                                                                     September 30,
(in thousands)                                                    2022           2021

Net income attributable to Agiliti, Inc. and Subsidiaries $ 26,841

   $  14,023
Interest expense                                                  34,456    

40,444

Income tax (benefit) expense (1)                                  (5,672)        13,832
Depreciation and amortization                                    133,711        138,676
EBITDA                                                           189,336        206,975
Non-cash share-based compensation expense                         15,066    

10,127

Management and other expenses (2)                                 13,877    

7,626

Transaction costs (3)                                              5,465    

6,440

Tax receivable agreement remeasurement                                 -    

4,542

Loss on extinguishment of debt (4)                                 1,418         10,116
Adjusted EBITDA                                                $ 225,162      $ 245,826

Other Financial Data:
Net cash provided by operating activities                      $ 161,901      $ 138,413
Net cash (used in) investing activities                          (58,298)   

(481,462)

Net cash provided by (used in) financing activities             (145,717)   

260,257

____________________

(1) Income tax (benefit) expense includes the $11.9 million tax benefit due to
the release of the reserve and associated interest and penalties related to the
Sizewise Acquisition.
(2) Management and other expenses includes (a) tax indemnification expense
related to the Sizewise Acquisition; (b) management fees and buyout termination
fee under the Advisory Services Agreement, which was terminated in connection
with the initial public offering in 2021; and (c) non-recurring expenses.
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(3) Transaction costs represent costs associated with potential and completed
mergers and acquisitions and are primarily related to the Northfield and
Sizewise acquisitions.
(4) Loss on extinguishment of debt for the nine months ended September 30, 2022
consists of the write-off of the unamortized debt discount related to the
partial prepayment of the First Lien Term Loan. Loss on extinguishment of debt
for the nine months ended September 30, 2021 consists of the write-off of the
unamortized deferred financing costs and debt discount and an additional 1%
redemption price related to the repayment of our Second Lien Term Loan and the
write-off of the unamortized deferred financing cost related to the amendment of
our Revolving Credit Facility.

SEASONALITY

Quarterly operating results are typically affected by seasonal factors.
Historically, our first and fourth quarters are the strongest, reflecting
increased customer utilization during the fall and winter months. However,
COVID-19 has impacted the seasonality of our business.

LIQUIDITY AND CAPITAL RESOURCES


Our principal sources of liquidity are cash flows from operating activities and
borrowings under our Revolving Credit Facility, which provides for loans in an
amount of up to $250.0 million. Our principal uses of liquidity are to fund
capital expenditures related to purchases of medical equipment, provide working
capital, meet debt service requirements and finance our strategic plans.

We believe our existing balances of cash and cash equivalents, our currently
anticipated operating cash flows and availability under our Revolving Credit
Facility will be sufficient to meet our cash needs arising in the ordinary
course of business for the next twelve months. If new financing is necessary,
there can be no assurance that any such financing would be available on
commercially acceptable terms, or at all. To date, we have not experienced
difficulty accessing the credit market; however, future volatility in the credit
market may increase costs associated with issuing debt instruments or affect our
ability to access those markets. In addition, it is possible that our ability to
access the credit market could be limited at a time when we would like, or need
to do so, which could have an adverse impact on our ability to refinance debt
and/or react to changing economic and business conditions.

Net cash provided by operating activities was $161.9 and $138.4 million for the
nine months ended September 30, 2022 and 2021, respectively. Net cash provided
by operating activities during 2022 was favorably impacted by the timing of
collections on accounts receivables.

Net cash used in investing activities was $58.3 and $481.5 million for the nine
months ended September 30, 2022 and 2021, respectively. The decrease in net cash
used in investing activities was primarily due to the Northfield Acquisition
completed on March 19, 2021.

Net cash used in financing activities was $145.7 million for the nine months
ended September 30, 2022 compared to net cash provided by financing activities
of $260.3 million for the nine months ended September 30, 2021. The change in
net cash used in financing activities was primarily due to proceeds from the
issuance of common stock from the IPO in 2021. In 2022, the change in net cash
used in financing was driven by prepayment of the First Lien Term Loan of
$119.1 million.

RECENT ACCOUNTING PRONOUNCEMENT

See Note 2, Recent Accounting Pronouncements, to the consolidated financial
statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q.

OFF-BALANCE SHEET ARRANGEMENTS


As part of our ongoing business, we do not participate in transactions that
generate relationships with unconsolidated entities or financial partnerships,
such as entities often referred to as structured finance or special purpose
entities ("SPEs"), which would have been established for the purpose of
facilitating off-balance sheet arrangements or other contractually narrow or
limited purposes. As of September 30, 2022, we did not have any unconsolidated
SPEs.

NOTE REGARDING FORWARD-LOOKING STATEMENTS


This Quarterly Report on Form 10-Q contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. All
statements other than statements of historical fact included in this Form 10-Q
are forward-looking statements. Forward-looking statements give our current
expectations and projections relating to our financial condition, results of
operations, plans, objectives, future performance and business. You can identify
forward-
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looking statements by the fact that they do not relate strictly to historical or
current facts. These statements may include words such as "anticipate",
"estimate", "expect", "project", "plan", "intend", "believe", "may", "will",
"should", "can have", "likely" and other words and terms of similar meaning in
connection with any discussion of the timing or nature of future operating or
financial performance or other events. All forward-looking statements are
subject to risks and uncertainties that may cause actual results to differ
materially from those that we expected, including:

•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; and
•potential recall or obsolescence of our large fleet of medical equipment.

We derive many of our forward-looking statements from our operating budgets and
forecasts, which are based on many detailed assumptions. While we believe that
our assumptions are reasonable, we caution that it is very difficult to predict
the impact of known factors, and it is impossible for us to anticipate all
factors that could affect our actual results. Important factors that could cause
actual results to differ materially from our expectations, or cautionary
statements, are disclosed under "Risk Factors" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in this Form 10-Q and
elsewhere in our filings with the SEC. All written and oral forward-looking
statements attributable to us, or persons acting on our behalf, are expressly
qualified in their entirety by these cautionary statements as well as other
cautionary statements that are made from time to time in our other SEC filings
and public communications. You should evaluate all forward-looking statements
made in this Form 10-Q in the context of these risks and uncertainties.

We caution you that the important factors referenced above may not contain all
of the factors that are important to you. In addition, we cannot assure you that
we will realize the results or developments we expect or anticipate or, even if
substantially realized, that they will result in the consequences or affect us
or our operations in the way we expect. The forward-looking statements included
in this Form 10-Q are made only as of the date hereof. We undertake no
obligation to
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update or revise any forward-looking statement as a result of new information,
future events or otherwise, except as otherwise required by law.

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