Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jul. 02, 2022 | Aug. 01, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jul. 02, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | Aveanna Healthcare Holdings Inc. | |
Entity Central Index Key | 0001832332 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 185,918,240 | |
Entity File Number | 001-40362 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 81-4717209 | |
Entity Address, Address Line One | 400 Interstate North Parkway SE | |
Entity Address, City or Town | Atlanta | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 30339 | |
City Area Code | 770 | |
Local Phone Number | 441-1580 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | AVAH | |
Security Exchange Name | NASDAQ | |
Document Quarterly Report | true | |
Document Transition Report | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jul. 02, 2022 | Jan. 01, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 17,463 | $ 30,490 |
Patient accounts receivable | 246,026 | 218,917 |
Receivables under insured programs | 6,605 | 6,373 |
Prepaid expenses | 19,634 | 14,233 |
Other current assets | 3,389 | 9,202 |
Total current assets | 293,117 | 279,215 |
Property and equipment, net | 27,490 | 31,374 |
Operating lease right of use assets | 49,899 | 51,992 |
Goodwill | 1,367,143 | 1,835,580 |
Intangible assets, net | 100,355 | 102,851 |
Receivables under insured programs | 23,378 | 25,530 |
Other long-term assets | 47,600 | 7,829 |
Total assets | 1,908,982 | 2,334,371 |
Current liabilities: | ||
Accounts payable and other accrued liabilities | 53,370 | 52,624 |
Accrued payroll and employee benefits | 45,224 | 54,565 |
Current portion of insurance reserves - insured programs | 6,605 | 6,373 |
Current portion of insurance reserves | 16,984 | 13,466 |
Securitization obligations | 150,000 | 120,000 |
Current portion of long-term obligations | 8,600 | 8,600 |
Current portion of operating lease liabilities | 10,858 | 13,534 |
Current portion of deferred payroll taxes | 25,523 | 25,523 |
Other current liabilities | 44,001 | 50,146 |
Total current liabilities | 361,165 | 344,831 |
Revolving credit facility | 15,000 | |
Long-term obligations, less current portion | 1,224,383 | 1,226,517 |
Long-term insurance reserves - insured programs | 23,378 | 25,530 |
Long-term insurance reserves | 36,408 | 35,122 |
Operating lease liabilities, less current portion | 42,393 | 44,682 |
Deferred income taxes | 2,957 | 3,046 |
Other long-term liabilities | 1,026 | 16,692 |
Total liabilities | 1,706,710 | 1,696,420 |
Commitments and contingencies (Note 11) | ||
Deferred restricted stock units | 2,135 | 2,135 |
Stockholders’ equity: | ||
Preferred stock, $0.01 par value as of July 2, 2022 and no par value as of January 2, 2021, 5,000,000 shares authorized; none issued or outstanding | ||
Common stock, $0.01 par value, 1,000,000,000 shares authorized; 185,918,240 and 184,732,268 issued and outstanding, respectively | 1,859 | 1,847 |
Additional paid-in capital | 1,221,507 | 1,208,645 |
Accumulated deficit | (1,023,229) | (574,676) |
Total stockholders’ equity | 200,137 | 635,816 |
Total liabilities, deferred restricted stock units, and stockholders’ equity | $ 1,908,982 | $ 2,334,371 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jul. 02, 2022 | Jan. 01, 2022 | Jan. 02, 2021 |
Statement of Financial Position [Abstract] | |||
Preferred stock, no par value | $ 0 | ||
Preferred stock, par value | $ 0.01 | ||
Preferred stock, authorized | 5,000,000 | 5,000,000 | |
Preferred stock, issued | 0 | 0 | |
Preferred stock,outstanding | 0 | 0 | |
Common stock, par value | $ 0.01 | $ 0.01 | |
Common stock, authorized | 1,000,000,000 | 1,000,000,000 | |
Common stock, Issued | 185,918,240 | 184,732,268 | |
Common stock, outstanding | 185,918,240 | 184,732,268 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2022 | Jul. 03, 2021 | Jul. 02, 2022 | Jul. 03, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 442,955 | $ 436,112 | $ 893,489 | $ 853,272 |
Cost of revenue, excluding depreciation and amortization | 297,912 | 289,523 | 603,620 | 575,000 |
Branch and regional administrative expenses | 88,998 | 77,720 | 177,741 | 147,092 |
Corporate expenses | 36,202 | 32,401 | 72,769 | 59,800 |
Goodwill impairment | 470,207 | 470,207 | ||
Depreciation and amortization | 6,038 | 5,170 | 11,857 | 10,018 |
Acquisition-related costs | (22) | 1,004 | 69 | 2,772 |
Other operating expense (income) | 1 | (169) | ||
Operating (loss) income | (456,381) | 30,294 | (442,605) | 58,590 |
Interest income | 143 | 61 | 205 | 138 |
Interest expense | (22,919) | (19,262) | (45,283) | (41,687) |
Loss on debt extinguishment | (8,918) | (8,918) | ||
Other income (expense) | 4,926 | (736) | 41,383 | (577) |
(Loss) Income before income taxes | (474,231) | 1,439 | (446,300) | 7,546 |
Income tax benefit (expense) | 344 | (179) | (2,253) | (488) |
Net (loss) income | $ (473,887) | $ 1,260 | $ (448,553) | $ 7,058 |
Net (loss) income per share: | ||||
Net (loss) income per share, basic | $ (2.56) | $ 0.01 | $ (2.43) | $ 0.05 |
Weighted average shares of common stock outstanding, basic | 184,953 | 171,149 | 184,940 | 156,636 |
Net (loss) income per share, diluted | $ (2.56) | $ 0.01 | $ (2.43) | $ 0.04 |
Weighted average shares of common stock outstanding, diluted | 184,953 | 177,683 | 184,940 | 161,975 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning Balance at Jan. 02, 2021 | $ 265,034 | $ 1,419 | $ 721,247 | $ (457,632) |
Beginning Balance (shares) at Jan. 02, 2021 | 141,928,184 | |||
Issuance of common stock, net of underwriters' discounts and commissions | 470,108 | $ 422 | 469,686 | |
Issuance of common stock, net of underwriters' discounts and commissions (shares) | 42,236,000 | |||
Non-cash share-based compensation | 5,880 | 5,880 | ||
Net income (loss) | 7,058 | 7,058 | ||
Ending Balance at Jul. 03, 2021 | 748,080 | $ 1,841 | 1,196,813 | (450,574) |
Ending Balance (in shares) at Jul. 03, 2021 | 184,164,184 | |||
Beginning Balance at Apr. 03, 2021 | 271,544 | $ 1,419 | 721,959 | (451,834) |
Beginning Balance (shares) at Apr. 03, 2021 | 141,928,184 | |||
Issuance of common stock, net of underwriters' discounts and commissions | 470,108 | $ 422 | 469,686 | |
Issuance of common stock, net of underwriters' discounts and commissions (shares) | 42,236,000 | |||
Non-cash share-based compensation | 5,168 | 5,168 | ||
Net income (loss) | 1,260 | 1,260 | ||
Ending Balance at Jul. 03, 2021 | 748,080 | $ 1,841 | 1,196,813 | (450,574) |
Ending Balance (in shares) at Jul. 03, 2021 | 184,164,184 | |||
Beginning Balance at Jan. 01, 2022 | 635,816 | $ 1,847 | 1,208,645 | (574,676) |
Beginning Balance (shares) at Jan. 01, 2022 | 184,732,268 | |||
Employee stock purchase plan | 2,278 | $ 12 | 2,266 | |
Employee stock purchase plan (shares) | 1,185,972 | |||
Non-cash share-based compensation | 10,596 | 10,596 | ||
Net income (loss) | (448,553) | (448,553) | ||
Ending Balance at Jul. 02, 2022 | 200,137 | $ 1,859 | 1,221,507 | (1,023,229) |
Ending Balance (in shares) at Jul. 02, 2022 | 185,918,240 | |||
Beginning Balance at Apr. 02, 2022 | 665,965 | $ 1,847 | 1,213,460 | (549,342) |
Beginning Balance (shares) at Apr. 02, 2022 | 184,732,268 | |||
Employee stock purchase plan | 2,278 | $ 12 | 2,266 | |
Employee stock purchase plan (shares) | 1,185,972 | |||
Non-cash share-based compensation | 5,781 | 5,781 | ||
Net income (loss) | (473,887) | (473,887) | ||
Ending Balance at Jul. 02, 2022 | $ 200,137 | $ 1,859 | $ 1,221,507 | $ (1,023,229) |
Ending Balance (in shares) at Jul. 02, 2022 | 185,918,240 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 02, 2022 | Jul. 03, 2021 | |
Cash Flows From Operating Activities: | ||
Net (loss) income | $ (448,553) | $ 7,058 |
Adjustments to reconcile net (loss) income to net cash from operating activities: | ||
Depreciation and amortization | 11,857 | 10,018 |
Amortization of deferred debt issuance costs | 3,526 | 5,838 |
Amortization and impairment of operating lease right of use assets | 8,402 | 9,253 |
Non-cash share-based compensation | 10,596 | 5,880 |
Goodwill impairment | 470,207 | |
(Gain) loss on disposal of licenses, property and equipment | (123) | 94 |
Fair value adjustments on interest rate derivatives | (44,789) | (4,853) |
Gain on sale of businesses | (170) | |
Loss on debt extinguishment | 8,918 | |
Deferred income taxes | (89) | 866 |
Changes in operating assets and liabilities, net of impact of acquisitions: | ||
Patient accounts receivable | (27,701) | (17,190) |
Prepaid expenses | (61) | (111) |
Other current and long-term assets | 5,854 | (99) |
Accounts payable and other accrued liabilities | 1,232 | (20,954) |
Accrued payroll and employee benefits | (9,341) | (5,678) |
Insurance reserves | 4,804 | 5,025 |
Operating lease liabilities | (11,348) | (9,945) |
Other current and long-term liabilities | (3,660) | (7,741) |
Net cash used in operating activities | (29,357) | (13,621) |
Cash Flows From Investing Activities: | ||
Acquisitions of businesses, net of cash acquired | (1,206) | (102,505) |
Proceeds from sale of businesses | 460 | |
Payment for interest rate cap | (11,725) | |
Purchases of property and equipment | (5,985) | (6,078) |
Net cash used in investing activities | (18,456) | (108,583) |
Cash Flows From Financing Activities: | ||
Proceeds from issuance of common stock | 477,688 | |
Proceeds from employee stock purchase plan | 2,278 | |
Proceeds from securitization obligation | 40,000 | |
Repayment of securitization obligation | (10,000) | |
Proceeds from revolving credit facility | 15,000 | |
Proceeds from issuance of term loans, net of debt issuance costs | 65,261 | |
Principal payments on term loans | (4,300) | (411,492) |
Principal payments on notes payable | (4,070) | (3,067) |
Repayment of government stimulus funds | (29,444) | |
Principal payments of financing lease obligations | (363) | (332) |
Payment of offering costs | (5,375) | |
Payment of debt issuance costs | (1,831) | |
Settlements with derivative counterparties | (3,759) | |
Net cash provided by financing activities | 34,786 | 91,408 |
Net decrease in cash and cash equivalents | (13,027) | (30,796) |
Cash and cash equivalents at beginning of period | 30,490 | 137,345 |
Cash and cash equivalents at end of period | 17,463 | 106,549 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid for interest | 42,763 | 36,861 |
Acquisition of property and equipment on accrual | 1,139 | 2,095 |
Offering costs included in accounts payable and other accrued liabilities | 98 | |
Cash paid for income taxes, net of refunds received | $ 998 | $ 3,778 |
Description of Business
Description of Business | 6 Months Ended |
Jul. 02, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | 1. DESCRIPTION OF BUSINESS Aveanna Healthcare Holdings Inc. (together with its consolidated subsidiaries, referred to herein as the “Company”) is headquartered in Atlanta, Georgia and has locations in 33 states with concentrations in California, Texas and Pennsylvania, providing a broad range of pediatric and adult healthcare services including nursing, hospice, rehabilitation services, occupational nursing in schools, therapy services, day treatment centers for medically fragile and chronically ill children and adults, as well as delivery of enteral nutrition and other products to patients. The Company also provides case management services in order to assist families and patients by coordinating the provision of services between insurers or other payers, physicians, hospitals, and other healthcare providers. In addition, the Company provides respite healthcare services, which are temporary care provider services provided in relief of the patient’s normal caregiver. The Company’s services are designed to provide a high quality, lower cost alternative to prolonged hospitalization. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jul. 02, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying interim unaudited consolidated financial statements include the accounts of Aveanna Healthcare Holdings Inc. and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in the accompanying interim unaudited consolidated financial statements, and business combinations accounted for as purchases have been included in the accompanying interim unaudited consolidated financial statements from their respective dates of acquisition. Basis of Presentation The accompanying interim consolidated financial statements are unaudited and have been prepared by the Company in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, these interim unaudited consolidated financial statements do not include all the information and disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, these interim unaudited consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary to present fairly the Company’s financial position as of July 2, 2022 and the results of operations for the three and six-month periods ended July 2, 2022 and July 3, 2021, respectively. The results reported in these interim unaudited consolidated financial statements should not be regarded as indicative of results that may be expected for any other period or the entire year. These interim unaudited consolidated financial statements and related notes should be read in conjunction with the audited consolidated financial statements and related notes for the fiscal year ended January 1, 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2022. Our fiscal year ends on the Saturday that is closest to December 31 of a given year, resulting in either a 52 or 53-week fiscal year. The accompanying interim unaudited consolidated balance sheets reflect the accounts of the Company as of July 2, 2022 and January 1, 2022. For the three-month periods ended July 2, 2022 and July 3, 2021, the accompanying interim unaudited consolidated statements of operations, stockholders’ equity and cash flows reflect the accounts of the Company from April 2, 2022 through July 2, 2022 and April 3, 2021 through July 3, 2021 , respectively. For the six-month periods ended July 2, 2022 and July 3, 2021, the accompanying interim unaudited consolidated statements of operations, stockholders' equity and cash flows reflect the accounts of the Company from January 2, 2022 through July 2, 2022 and January 3, 2021 through July 3, 2021, respectively. Use of Estimates The Company’s accounting and reporting policies conform with U.S. GAAP. In preparing the consolidated financial statements, the Company is required to make estimates and assumptions that impact the amounts reported in these consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates. Recently Issued Accounting Pronouncements In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. This ASU is effective as of March 12, 2020 through December 31, 2022. An entity may adopt this ASU as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020. The Company is currently evaluating the impact of adopting this standard. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope , to clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. This ASU is effective immediately and should be adopted in conjunction with ASU 2020-04. The Company is currently evaluating the impact of adopting this standard. |
Revenue
Revenue | 6 Months Ended |
Jul. 02, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 3. REVENUE The Company evaluated the nature, amount, timing and uncertainty of revenue and cash flows using the five-step process. The Company uses a portfolio approach to group contracts with similar characteristics and analyze historical cash collection trends. Revenue is primarily derived from (i) pediatric healthcare services provided to patients including private duty nursing services, unskilled care, and therapy services; (ii) adult home health and hospice services (collectively “patient revenue”); and (iii) from the delivery of enteral nutrition and other products to patients (“product revenue”). The services provided by the Company have no fixed duration and can be terminated by the patient or the facility at any time, and therefore, each service provided is its own stand-alone contract. Incremental costs of obtaining a contract are expensed as incurred due to the short-term nature of the contracts. Services ordered by a healthcare provider in an episode of care are not separately identifiable and therefore have been combined into a single performance obligation for each contract. The Company recognizes revenue as its performance obligations are completed. For patient revenue, the performance obligation is satisfied over time as the customer simultaneously receives and consumes the benefits of the healthcare services provided. For product revenue, the performance obligation is satisfied at the point in time of delivery of the product to the patient. The Company recognizes patient revenue equally over the number of treatments provided in a single episode of care. Typically, patients and third-party payers are billed within several days of the service being performed, and payments are due based on contract terms. The Company’s lines of business are generally classified into the following categories: private duty services; home health and hospice; and medical solutions. Private Duty Services (“PDS”). The PDS business includes a broad range of pediatric and adult healthcare services including private duty skilled nursing, unskilled services which include employer of record support services and personal care services, pediatric therapy services, rehabilitation services, and nursing services in schools and pediatric day healthcare centers. Home Health & Hospice (“HHH”) . The HHH business provides home health, hospice, and personal care services to predominately elderly patients. Medical Solutions (“MS”). The MS business includes the delivery of enteral nutrition and other products to patients. For the PDS, HHH, and MS businesses, the Company receives payments from the following sources for services rendered: (i) state governments under their respective Medicaid programs (“Medicaid”); (ii) managed Care providers of state government Medicaid programs (“Medicaid MCO”); (iii) commercial insurers; (iv) other government programs including Medicare and Tricare and ChampVA (“Medicare”); and (v) individual patients. As the period between the time of service and time of payment is typically one year or less, the Company elected the practical expedient under ASC 606-10-32-18 and did not adjust for the effects of a significant financing component. The Company determines the transaction price based on established billing rates reduced by contractual adjustments and discounts provided to third-party payers and implicit price concessions. Contractual adjustments and discounts are based on contractual agreements, discount policies and historical experience. For the PDS, HHH, and MS businesses, implicit price concessions are based on historical collection experience. As of July 2, 2022 and January 1, 2022, estimated explicit and implicit price concessions of $ 58.2 million and $ 55.8 million, respectively, were recorded as reductions to patient accounts receivable balances to arrive at the estimated collectible revenue and patient accounts receivable. For the PDS, HHH, and MS businesses, most contracts contain variable consideration. However, it is unlikely a significant reversal of revenue will occur when the uncertainty is resolved, and therefore, the Company has included the variable consideration in the estimated transaction price. Subsequent changes resulting from a patient’s ability to pay are recorded as bad debt expense which is included as a component of operating expenses in the consolidated statements of operations. The Company did no t record any bad debt expense for the three and six-month periods ended July 2, 2022 and July 3, 2021, respectively. The Company derives a significant portion of its revenue from Medicaid, Medicaid MCO, Medicare and other payers that receive discounts from established billing rates. The regulations and various managed care contracts under which these discounts must be estimated are complex and subject to interpretation. Management estimates the transaction price on a payer-specific basis given its interpretation of the applicable regulations or contract terms. Updated regulations and contract negotiations occur frequently, necessitating regular review and assessment of the estimation process by management; however, there were no material revenue adjustments recognized from performance obligations satisfied or partially satisfied in previous periods for the three and six-month periods ended July 2, 2022 and July 3, 2021, respectively. The following table presents revenue by payer type as a percentage of revenue for the three and six-month periods ended July 2, 2022 and July 3, 2021, respectively: For the three-month periods ended For the six-month periods ended July 2, 2022 July 3, 2021 July 2, 2022 July 3, 2021 Percentage Percentage Percentage Percentage Medicaid MCO 54.3 % 52.6 % 51.9 % 54.2 % Medicaid 21.7 % 23.8 % 21.9 % 24.3 % Commercial 9.8 % 12.3 % 9.9 % 11.8 % Medicare 14.1 % 11.0 % 16.2 % 9.4 % Self-pay 0.1 % 0.3 % 0.1 % 0.3 % Total revenue 100.0 % 100.0 % 100.0 % 100.0 % |
Goodwill
Goodwill | 6 Months Ended |
Jul. 02, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 4. GOODWILL The following table summarizes changes in goodwill by segment from the fiscal year ended January 1, 2022 through the six-month period ended July 2, 2022 (amounts in thousands): PDS HHH MS Total Balance at January 1, 2022, net (1) $ 1,160,337 $ 532,775 $ 142,468 $ 1,835,580 Additions - - - - Measurement adjustments 258 1,512 - 1,770 Impairments ( 213,557 ) ( 232,538 ) ( 24,112 ) ( 470,207 ) Balance at July 2, 2022, net (2) $ 947,038 $ 301,749 $ 118,356 $ 1,367,143 (1) Goodwill balance is net of $ 346.8 million accumulated impairment losses for the PDS segment and $ 88.0 million losses for the MS segment. (2) Goodwill balance is net of $ 560.4 million accumulated impairment losses for the PDS segment, $ 112.1 million losses for the MS segment, and $ 232.5 million losses for the HHH segment. A test of goodwill impairment is required at least annually or more frequently if adverse events or changes in circumstances indicate that the asset may be impaired. As a result of continued challenges in the labor markets, including both shortages in workforce and inflationary wage pressures which have not abated and which the Company expects to persist, the Company revised its forward-looking estimates. As a result, the Company publicly updated its fiscal year 2022 earnings guidance and also performed an interim impairment assessment as of July 2, 2022. Based on that assessment, the Company determined that the carrying value of five of its six reporting units across its three segments exceeded their respective fair values and the Company accordingly recorded an aggregate goodwill impairment charge of $ 470.2 million during the three-month period ended July 2, 2022. For its interim goodwill impairment test, the Company engaged a third-party valuation firm to assist in calculating the fair value of each of the Company's reporting units, which is derived using a combination of both income and market approaches. The income approach utilizes projected operating results and cash flows and includes significant assumptions, such as revenue growth rates, projected EBITDA margins, and discount rates. The market approach compares its reporting units’ earnings and revenue multiples to those of comparable companies. Estimates of fair value may differ from actual results due to, among other things, economic conditions, changes to business models or changes in operating performance. These factors increase the risk of differences between projected and actual performance that could impact future estimates of fair value of all reporting units. Significant differences between these estimates and actual future performance could result in additional impairment in future fiscal periods. |
Long-Term Obligations
Long-Term Obligations | 6 Months Ended |
Jul. 02, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Obligations | 5. LONG-TERM OBLIGATIONS Long-term obligations consisted of the following as of July 2, 2022 and January 1, 2022, respectively (dollar amounts in thousands): Instrument Stated Contractual Interest Rate Interest Rate July 2, 2022 January 1, 2022 2021 Extended Term Loan (1) 07/2028 L + 3.75 % 4.69 % $ 853,550 $ 857,850 Term Loan - Second Lien Term Loan (1) 12/2029 L + 7.00 % 7.94 % 415,000 415,000 Revolving Credit Facility (1) 04/2026 L + 3.75 % 4.69 % 15,000 - Total principal amount of long-term obligations 1,283,550 1,272,850 Less: unamortized debt issuance costs ( 35,567 ) ( 37,733 ) Total amount of long-term obligations, net of unamortized debt issuance costs 1,247,983 1,235,117 Less: current portion of long-term obligations ( 8,600 ) ( 8,600 ) Total amount of long-term obligations, net of unamortized debt issuance costs, less current portion $ 1,239,383 $ 1,226,517 (1) L = Greater of 0.50% or one-month LIBOR The 2021 Extended Term Loan, Revolving Credit Facility and any Delayed Draw Term Loans bear interest, at the Company’s election, at a variable interest rate based on either LIBOR (subject to a minimum of 0.50 % ), or ABR (subject to a minimum of 2.00 % ) for the interest period relevant to such borrowing, plus an applicable margin of 3.75 % for loans accruing interest based on LIBOR and an applicable margin of 2.75 % for loans accruing interest based on ABR. The Second Lien Term Loan bears interest at a rate per annum equal to, at the Company’s option, either (1) an applicable margin (equal to 6.00 %) plus a base rate determined by reference to the highest of (a) 0.50 % per annum plus the Federal Funds Effective Rate, (b) the Prime Rate and (c) the LIBOR rate determined by reference to the cost of funds for U.S. dollar deposits for an interest period of one month adjusted for certain additional costs, plus 1.00 %; or (2) an applicable margin (equal to 7.00 %) plus LIBOR determined by reference to the cost of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs; provided that such rate is not lower than a floor of 0.50 %. Debt issuance costs related to the term loans are recorded as a direct deduction from the carrying amount of the debt. The balance for debt issuance costs related to the term loans as of July 2, 2022 and January 1, 2022 was $ 35.6 million and $ 37.7 million, respectively. Debt issuance costs related to the Revolving Credit Facility and Delayed Draw Term Loans are recorded within other long-term assets. The balance for debt issuance costs related to the Revolving Credit Facility and Delayed Draw Term Loans as of July 2, 2022 and January 1, 2022 was $ 2.1 million and $ 3.2 million , respectively. The Company recognized interest expense related to the amortization of debt issuance costs of $ 1.6 million and $ 3.3 million during the three and six-months period ended July 2, 2022, respectively, and $ 3.7 million and $ 5.8 million during the three and six-month periods ended July 3, 2021, respectively. Issued letters of credit as of July 2, 2022 and January 1, 2022 were $ 17.6 million and $ 17.6 million, respectively. There were no swingline loans outstanding as of July 2, 2022 or January 1, 2022 . Borrowing capacity under the Company's Revolving Credit Facility was $ 167.4 million as of July 2, 2022 and $ 182.4 million as of January 1, 2022. The fair value of the long-term obligations was $ 1,283.6 million at July 2, 2022. Due to the variable rate nature of the 2021 Extended Term Loan and Second Lien Term Loan, the Company believes that the carrying amount approximates fair value at July 2, 2022. The Company was in compliance with all financial covenants and restrictions under the foregoing instruments at July 2, 2022 . |
Securitization Facility
Securitization Facility | 6 Months Ended |
Jul. 02, 2022 | |
Securitization Facility [Abstract] | |
Securitization Facility | 6. SECURITIZATION FACILITY On November 12, 2021, the Company (through a wholly owned special purpose entity, Aveanna SPV I, LLC) (the “special purpose entity”) entered into a Receivables Financing Agreement (the “Securitization Facility”) with a lending institution with a termination date of November 12, 2024 . The maximum amount available under the Securitization Facility is $ 150.0 million subject to certain borrowing base requirements. The Company incurred debt issuance costs of $ 1.3 million in connection with the Securitization Facility, which were capitalized and included in other long-term assets. Pursuant to two separate sale agreements dated November 12, 2021, each of which is among Aveanna Healthcare, LLC, as initial servicer, certain of the Company's subsidiaries and the special purpose entity, the subsidiaries sold substantially all of their existing and future accounts receivable balances to the special purpose entity. The special purpose entity uses the accounts receivable balances to collateralize loans made under the Securitization Facility. The Company retains the responsibility of servicing the accounts receivable balances pledged as collateral under the Securitization Facility and provides a performance guaranty. The outstanding balance under the Securitization Facility was $ 150.0 million and $ 120.0 million at July 2, 2022 and January 1, 2022, respectively. The balance accrues interest at a rate tied to the Bloomberg Short-term Bank Yield Index (“BSBY”) plus an applicable margin, which can increase or decrease based upon the Company's credit rating. The interest rate under the Securitization Facility wa s 3.62 % a nd 2.08 % at July 2, 2022 and January 1, 2022, respectively. The Securitization Facility is accounted for as a collateralized financing activity, rather than a sale of assets, and therefore: (i) accounts receivable balances pledged as collateral are presented as assets and the borrowings are presented as liabilities in the accompanying interim unaudited consolidated balance sheets; (ii) the accompanying interim unaudited consolidated statements of operations reflect the interest expense associated with the collateralized borrowings; and (iii) receipts from customers related to the underlying accounts receivable are reflected as operating cash flows and borrowings and repayments under the collateralized loans are reflected as financing cash flows within the accompanying interim unaudited consolidated statements of cash flows. The Securitization Facility is included within current liabilities on the accompanying interim unaudited consolidated balance sheets as it is collateralized by current patient accounts receivable and not because payments are due within one year of the balance sheet date. On August 8, 2022, the Company amended the Securitization Facility to increase the maximum amount available to $ 175.0 million, subject to maintaining certain borrowing base requirements. See Note 16 – Subsequent Events for further details on the Company's amendment to the Securitization Facility. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jul. 02, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 7. FAIR VALUE MEASUREMENTS The carrying amounts of cash and cash equivalents, patient accounts receivable, accounts payable, accrued expenses and other current liabilities approximate their fair values due to the short-term maturities of the instruments. The Company’s other assets and other liabilities measured at fair value are as follows (amounts in thousands): Fair Value Measurements at July 2, 2022 Level 1 Level 2 Level 3 Total Assets: Interest rate cap agreements $ - $ 25,389 $ - $ 25,389 Interest rate swap agreements - 15,783 - 15,783 Total derivative assets $ - $ 41,172 $ - $ 41,172 Fair Value Measurements at January 1, 2022 Level 1 Level 2 Level 3 Total Liabilities: Interest rate swap agreements $ - $ 15,342 $ - $ 15,342 Total derivative liabilities $ - $ 15,342 $ - $ 15,342 The fair values of the interest rate swap and cap agreements are based on the estimated net proceeds or costs to settle the transactions as of the respective balance sheet dates. The valuations are based on commercially reasonable industry and market practices for valuing similar financial instruments. See Note 8 – Derivative Financial Instruments for further details on the Company’s interest rate swap and cap agreements. For the interim goodwill impairment test, the Company performed a Step 1 analysis that used a combination of expected present value of future cash flows (income approach) and comparable public companies (market approach) to determine the fair value of the reporting unit. These approaches use primarily unobservable inputs, including revenue growth rates, projected EBITDA margins, and discount rates, which are considered Level 3 fair value measurements. The fair value analysis takes into account recent and expected operating performance. |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jul. 02, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | 8. DERIVATIVE FINANCIAL INSTRUMENTS The Company’s earnings and cash flows are subject to fluctuations due to changes in interest rates, and the Company seeks to mitigate a portion of this risk by entering into derivative contracts. The derivatives the Company currently uses are interest rate swaps and interest rate caps. The Company recognizes derivatives as either assets or liabilities at fair value on the accompanying interim unaudited consolidated balance sheets and does not designate the derivatives as hedging instruments. Changes in the fair value of derivatives are therefore recorded in earnings throughout the term of the respective derivatives. In October 2018, the Company entered into two interest rate swap agreements to limit its exposure to interest rate risk on its variable rate debt. In July 2021, the Company amended its interest rate swap agreements to extend the expiration dates to June 30, 2026 and reduce the fixed rate paid under the swaps. As amended, the Company pays a fixed rate of 2.08 % and receives the one-month LIBOR rate, subject to a 0.50 % floor. The aggregate notional amount of the interest rate swaps remained unchanged at $ 520.0 million at July 2, 2022 and January 1, 2022, respectively. The fair value of the interest rate swaps at July 2, 2022 and January 1, 2022 was a $ 15.8 million asset included in other long-term assets and a $ 15.3 million liability included in other long-term liabilities on the accompanying interim unaudited consolidated balance sheets, respectively. The Company does not apply hedge accounting to these agreements and records all mark-to-market adjustments directly to other income in the accompanying interim unaudited consolidated statements of operations, which are included within cash flows from operating activities in the accompanying interim unaudited consolidated statements of cash flows. The net settlements incurred with swap counterparties under the swap agreements prior to the amendment were recognized through cash flows from operating activities in the accompanying interim unaudited consolidated statements of cash flows. Subsequent to the interest rate swap amendment in July 2021, the net settlements are recognized through cash flows from financing activities in the accompanying interim unaudited consolidated statements of cash flows due to an other-than-insignificant financing element on the interest rate swaps resulting from the amendment. On February 9, 2022, the Company entered into interest rate cap agreements for an aggregate notional amount of $ 880.0 million and a cap rate of 3.00 %. The premium paid for the interest rate cap agreements was $ 11.7 million. The cap agreements have an expiration date of February 28, 2027 , and provide that the counterparty will pay the Company the amount by which LIBOR exceeds 3.00 % in a given measurement period. The fair value of the interest rate cap agreements at July 2, 2022 was $ 25.4 million and is included in other long-term assets on the accompanying interim unaudited consolidated balance sheets. The Company does not apply hedge accounting to these agreements and records all mark-to-market adjustments directly to other income in the accompanying interim unaudited consolidated statements of operations, which are included within cash flows from operating activities in the accompanying interim unaudited consolidated statements of cash flows. The following gains from these derivatives not designated as hedging instruments were recognized in the Company’s accompanying interim unaudited consolidated statements of operations for the three and six-month periods ended July 2, 2022 and July 3, 2021, respectively (amounts in thousands): Statement of Operations For the three-month periods ended Classification July 2, 2022 July 3, 2021 Interest rate cap agreement Other income (expense) $ 1,119 $ - Interest rate swap agreements Other income (expense) $ 5,414 $ 2,033 Statement of Operations For the six-month periods ended Classification July 2, 2022 July 3, 2021 Interest rate cap agreements Other income (expense) $ 13,664 $ - Interest rate swap agreements Other income (expense) $ 31,125 $ 4,853 The Company does not utilize financial instruments for trading or other speculative purposes. |
Income Taxes
Income Taxes | 6 Months Ended |
Jul. 02, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. INCOME TAXES The Company’s provision for income taxes is recorded on an interim basis based upon the Company’s estimate of the annual effective income tax rate for the full year applied to “ordinary” income or loss, adjusted each quarter for discrete items. The Company recorded an income tax benefit of $ 0.3 million and income tax expense of $ 2.3 million for the three and six-month periods ended July 2, 2022 , respectively, and income tax expense of $ 0.2 million and $ 0.5 million for the three and six-month periods ended July 3, 2021 , respectively. The Company’s effective tax rate was 0.1 % and negative 0.5 % for the three and six-month periods ended July 2, 2022 , respectively, and 12.4 % and 6.5 % for the three and six-month periods ended July 3, 2021, respectively. The effective tax rates for the three and six-month periods ended July 2, 2022 and July 3, 2021 differ from the statutory rate of 21 % primarily due to the changes in the valuation allowance recorded against certain deferred tax assets, and separate state and local income taxes on taxable subsidiaries. For the six-month period ended July 2, 2022, there were no material changes to the Company's uncertain tax positions. There has been no change to the Company's policy that recognizes potential interest and penalties related to uncertain tax positions in income tax expense in the accompanying interim unaudited consolidated statements of operations. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jul. 02, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | 10. SHARE-BASED COMPENSATION Time-Vesting Options The Company recorded compensation expense, net of forfeitures, of $ 0.2 million and $ 0.7 million for the three and six-month periods ended July 2, 2022 , respectively, and $ 0.7 million and $ 1.4 million for the three and six-month periods ended July 3, 2021, which is included in corporate and branch and regional administrative expenses in the accompanying interim unaudited consolidated statements of operations. Unrecognized compensation expense as of July 2, 2022 associated with outstanding performance-vesting options was $ 2.7 million. Performance-Vesting Options The Company recorded compensation expense, net of forfeiture, for the three and six-month periods ended July 2, 2022 of $ 2.7 million and $ 4.6 million, res pectively, and $ 4.2 million for both the three and six-month periods ended July 3, 2021, which is included in corporate and branch and regional administrative expenses in the accompanying interim unaudited consolidated statements of operations. Unrecognized compensation expense as of July 2, 2022 associated with outstanding performance-vesting options w as $ 0.5 million. Director Restricted Stock Units The Company recorded compensation expense for the three and six-month periods ended July 2, 2022 of $ 0.2 million and $ 0.3 million, which is included in corporate expenses in the accompanying interim unaudited consolidated statements of operations. The Company did no t incur or record any such expense in the three and six-month periods ended July 3, 2021. There was no unrecognized compensation expense as of July 2, 2022 associated with outstanding director restricted stock units. Management Restricted Stock Units The Company recorded compensation expense for the three and six-month periods ended July 2, 2022 of $ 1.0 million and $ 2.0 million, which is included in corporate expenses in the accompanying interim unaudited consolidated sta tements of operations. The Company did no t incur or record any such expense in the three and six-month periods ended July 3, 2021. Unrecognized compensation expense as of July 2, 2022 associated with outstanding management restricted stock units was $ 13.9 million. Employee Stock Purchase Plan Eligible participants con tributed $ 1.1 million and $ 2.5 million durin g the three and six-month periods ended July 2, 2022, respectively, which is included in accrued payroll and employee benefits in the accompanying interim unaudited consolidated balance sheets as of July 2, 2022. The Company recorded compensation expense of $ 0.6 million and $ 1.2 million for the three and six-month periods ended July 2, 2022, respectively, which is included in corporate expenses, branch and regional administrative expenses and cost of revenue, excluding depreciation and amortization in the accompanying interim unaudited consolidated statements of operations. The Company did no t incur or record any expense associated with the employee stock purchase plan for the three and six-month periods ended July 3, 2021. Long-Term Incentive Plan ("LTIP") In the first quarter of 2022, the Compensation Committee of the Company's Board of Directors approved LTIP grants of restricted stock units ("RSUs") and performance stock units ("PSUs") under the Company's 2021 Omnibus Incentive Plan. The RSUs are subject to a three-year service-based cliff vesting schedule commencing on the date of grant. Compensation cost for the RSUs is measured based on the grant date fair value of each share and the number of shares granted and is recognized over the applicable vesting period on a straight-line basis. The Company granted 2,124,212 RSUs with a grant date per share fair value of $ 4.93 . The Company recorded compensation expense of $ 0.9 million and $ 1.3 million during the three and six-month periods ended July 2, 2022, respectively, which is included in corporate expenses and branch and regional administrative expenses in the accompanying interim unaudited consolidated statements of operations. Unrecognized compensation expense as of July 2, 2022 associated with the remaining RSUs was $ 9.2 million. The PSUs contain two performance criteria: (i) 50% based on relative total shareholder return ("TSR") over a three-year performance period, which measures the Company's total shareholder return as compared to the total shareholder return of a designated peer group, and (ii) 50% based on an adjusted EBITDA target over a one-year performance period. The PSUs are also subject to a three-year service-based cliff vesting schedule commencing on the date of grant. For the PSUs that have a service and a market condition, compensation cost is measured based on the grant date estimated fair value determined using a Monte Carlo simulation model and is recognized over the applicable vesting period on a straight-line basis. The fair value inputs included in the Monte Carlo simulation model were remaining measurement period of 2.88 years, stock price on date of grant of $ 4.93 , daily average closing stock price for the two calendar months prior to the beginning of the performance period of $ 7.29 , risk free rate of 1.77 %, and the performance payout per TSR performance percentile. For the PSUs that have a service and a performance condition, compensation cost is initially measured based on the grant date fair value of each share. Cumulative compensation cost is subsequently adjusted at the end of each reporting period to reflect the current estimation of achieving the performance condition. The Company granted 1,389,801 PSUs with a weighted average grant date per share fair value of $ 5.24 . The Company recorded compensation expense of $ 0.2 million and $ 0.5 million during the three and six-month periods ended July 2, 2022, respectively, which is included in corporate expenses and branch and regional administrative expenses in the accompanying interim unaudited consolidated statements of operations. Unrecognized compensation expense as of July 2, 2022 associated with the remaining PSUs was $ 3.3 million. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jul. 02, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. COMMITMENTS AND CONTINGENCIES Insurance Reserves As is typical in the healthcare industry, the Company is subject to claims that its services have resulted in patient injury or other adverse effects. The accrued insurance reserves included in the accompanying interim unaudited consolidated balance sheets include estimates of the ultimate costs, in the event the Company was unable to receive funds from claims made under commercial insurance policies, for claims that have been reported but not paid and claims that have been incurred but not reported at the balance sheet dates. Although substantially all reported claims are paid directly by the Company’s commercial insurance carriers, the Company is ultimately responsible for payment of these claims in the event its insurance carriers become insolvent or otherwise do not honor the contractual obligations under the malpractice policies. The Company is required under U.S. GAAP to recognize these estimated liabilities in its consolidated financial statements on a gross basis; with a corresponding receivable from the insurance carriers reflecting the contractual indemnity provided by the carriers under the related malpractice policies. The Company maintains primary commercial insurance coverage on a claims-made basis for professional malpractice claims with a $ 1.0 million per claim deductible and $ 5.5 million per claim and annual aggregate limits as of October 1, 2021. Prior to October 1, 2021, the Company maintained primary commercial insurance coverage on a claim basis for professional malpractice claims with a $ 0.5 million per claim deductible and $ 6.0 million per claim and annual aggregate limits. Moreover, the Company maintains excess insurance coverage for professional malpractice claims. In addition, the Company maintains workers’ compensation insurance with a $ 0.5 million per claim deductible and statutory limits. The Company reimburses insurance carriers for deductible losses under these policies. The Company’s insurance carriers require collateral to secure the Company’s obligation to reimburse insurance carriers for these deductible payments. Collateral as of July 2, 2022 was comprised of $ 17.6 million of issued letters of credit, $ 2.9 million in cash collateral, and $ 2.9 million in surety bonds. Collateral as of January 1, 2022 was comprised of $ 17.6 million of issued letters of credit, $ 2.9 million in cash collateral, and $ 2.9 million in surety bonds. As of July 2, 2022, insurance reserves totaling $ 83.4 million were included on the accompanying interim unaudited consolidated balance sheets, representing $ 37.3 million and $ 46.1 million of reserves for professional malpractice claims and workers’ compensation claims, respectively. At January 1, 2022, insurance reserves totaling $ 80.5 million were included on the accompanying consolidated balance sheets, representing $ 38.7 million and $ 41.8 million of reserves for professional malpractice claims and workers’ compensation claims, respectively. Litigation and Other Current Liabilities On December 24, 2018, Aveanna Healthcare LLC, an indirect wholly owned subsidiary of the Company, entered into a Stock Purchase Agreement (the “Agreement”) to acquire a pediatric home health company (the “Seller”). The agreement contained a provision whereby a $ 75.0 million transaction termination fee (the “Break-up Fee”) could be payable to the Seller under certain circumstances. On December 20, 2019, Aveanna Healthcare LLC terminated the Agreement, and the Seller demanded payment of the Break-up Fee. The Company believes the Agreement was terminated for cause and therefore no payment of the Break-up Fee is due to the Seller. The Seller has disputed this assertion. While the Company believes that litigation over this matter is unlikely at the present time, it is possible that the Company and the Seller may in the future pursue claims and counterclaims related to the termination of the Agreement and payment of the Break-up Fee. At this time, the Company is unable to predict the possible loss or range of loss, if any, associated with the resolution of any such litigation, or any potential related effect on the Company or its business or operations. On August 6, 2020, the Company sued Epic/Freedom, LLC (“Seller”), Webster Capital Corporation, and Webster Equity Partners (collectively, the “Defendants”) in the Delaware Superior Court. The Company asserted that the Defendants made fraudulent representations and warranties in connection with the Epic acquisition. The Company is seeking damages ranging fro m $ 24.0 million to $ 50.0 million . The Company also requested a declaratory judgment holding that the Defendants waived any claim to the Company’s continued possession of $ 7.1 million in escrow funds (the “Escrow Funds”) that were delivered to the Company in January 2018 by the Epic acquisition escrow agent. In response, the Defendants asserted four counterclaims: (1) specific performance of an alleged right to control a tax audit; (2) advancement of litigation fees and expenses for certain individual Defendants; (3) a declaratory judgment; and (4) breach of contract claim concerning the Escrow Funds. The Company subsequently reached an agreement with the Defendants, which (1) allowed the Defendants to take a principal role in the applicable tax audit, though the Company will continue to communicate with the Internal Revenue Service and retain the ability to make strategic decisions with respect to the audit and (2) dismissed claims against certain individual Defendants mooting Defendants’ claims for advancement of litigation fees and expenses. On July 29, 2021, the Delaware Superior Court denied the Defendants’ motion for judgment on the pleadings with respect to the Company’s claim for fraud against the Defendants, which allows the Company to pursue discovery with respect to the alleged fraud claim. With respect to the Company’s retention of certain tax refunds the Company received on behalf of Defendants, the Court denied the Company’s motion for judgment on the pleadings, pursuant to which the Company sought to retain the tax refunds as matter of law. The Court also ordered Seller to refile its motion for summary judgment on the same subject and abated a ruling pending further discovery and resolution of whether the parties entered into a post-closing agreement, allowing the Company to retain the tax refunds pending the outcome of the related tax audits. Lastly, the Court denied the Company’s motion for judgment on the pleadings as to its continued possession of the Escrow Funds. At this time, the Company cannot predict the ultimate resolution or estimate the amount of any loss or recovery, if any, related to this matter. The Company is currently a party to various routine litigation incidental to the business. While management currently believes that the ultimate outcome of such proceedings, individually and in the aggregate, will not have a material adverse effect on the Company’s financial position or overall trends in results of operations, litigation is subject to inherent uncertainties. Management has established provisions within other current liabilities in the accompanying interim unaudited consolidated balance sheets, which in the opinion of management represents the best estimate of exposure and adequately provides for such losses that may occur from asserted claims related to the provision of professional services and which may not be covered by the Company’s insurance policies. Management believes that any additional unfavorable provisions would not be material to the Company’s results of operations or financial position; however, if an unfavorable ruling on any asserted or unasserted claim were to occur, there exists the possibility of a material adverse impact on the Company’s net earnings or financial position. The estimate of the potential impact from legal proceedings on the Company’s financial position or overall results of operations could change in the future. Healthcare Regulatory Matters Starting on October 30, 2019 the Company has received grand jury subpoenas issued by the U.S. Department of Justice, Antitrust Division (the “Antitrust Division”) requiring the production of documents and information pertaining to nurse wages, reimbursement rates, and hiring activities in a few of its local markets. The Company is fully cooperating with the Antitrust Division with respect to this investigation and management believes that it is not probable that this matter will materially impact the Company’s business, results of operations or financial condition. However, based on the information currently available to the Company, management cannot predict the timing or outcome of this investigation or predict the possible loss or range of loss, if any, associated with the resolution of this litigation. Laws and regulations governing the government payer programs are complex and subject to interpretation. Compliance with such laws and regulations can be subject to future governmental review and interpretation as well as significant regulatory action. From time to time, governmental regulatory agencies conduct inquiries and audits of the Company’s practices. It is the Company’s practice to cooperate fully with such inquiries. In addition to laws and regulations governing the Medicaid, Medicaid Managed Care, and Tricare programs, there are a number of federal and state laws and regulations governing matters such as the corporate practice of medicine, fee splitting arrangements, anti-kickback statues, physician self-referral laws, false or fraudulent claims filing and patient privacy requirements. Failure to comply with any such laws or regulations could have an adverse impact on the Company’s operations and financial results. The Company believes that it is in material compliance with all applicable laws and regulations and is not aware of any pending or threatened investigations involving allegations of wrongdoing. |
Covid-19
Covid-19 | 6 Months Ended |
Jul. 02, 2022 | |
Covid19 C A R E S Act [Abstract] | |
Covid-19 | 12. COVID-19 In March 2020, the World Health Organization declared COVID-19 a pandemic. The COVID-19 outbreak has adversely impacted economic activity and conditions worldwide, including workforces, liquidity, capital markets, consumer behavior, supply chains and macroeconomic conditions. After the declaration of a national emergency in the United States on March 13, 2020, in compliance with stay-at-home and physical distancing orders and other restrictions on movement and economic activity intended to reduce the spread of COVID-19, the Company altered numerous clinical, operational, and business processes. While each of the states deemed healthcare services an essential business, allowing the Company to continue to deliver healthcare services to patients, the effects of the pandemic have been wide-reaching. In response to COVID-19, the U.S. Government enacted the CARES Act on March 27, 2020. The CARES Act has impacted the Company as follows: Provider Relief Fund (“PRF”) : Beginning in April 2020, funds were distributed to health care providers who provide or provided diagnoses, testing, or care for individuals with possible or actual cases of COVID-19. In fiscal year 2020, the Company received PRF payments from the U.S. Department of Health and Human Services (“HHS”) totaling $ 25.1 million. On March 5, 2021, the Company repaid these PRF payments in full. In December 2021, the Company also received PRF payments from HHS totaling $ 2.5 million. The Company repaid these PRF payments in full in December 2021. State Sponsored Relief Funds : In fiscal year 2020, the Company received $ 4.8 million of stimulus funds from the Commonwealth of Pennsylvania Department of Human Services (“Pennsylvania DHS”). Such funds were not applied for or requested. The Company did no t receive stimulus funds from any individual state other than Pennsylvania. The Company previously recognized $ 0.5 million of income related to these funds in fiscal year 2020. On February 4, 2021, the Company repaid the remaining $ 4.3 million of direct stimulus funds to Pennsylvania DHS. Deferred payment of the employer portion of social security taxes : The Company was permitted to defer payments of the employer portion of social security taxes in fiscal year 2020, which are payable in 50 % increments, with the first 50 % due by December 31, 2021 and the second 50 % due by December 31, 2022. The Company did not defer any payroll taxes after December 31, 2020. As of July 2, 2022 and January 1, 2022, the Company had remaining deferred payments of $ 25.5 million of social security taxes in total, which is recorded in the current portion of deferred payroll taxes on the accompanying interim unaudited consolidated balance sheets. Reimbursement rate increases from various state Medicaid and Medicaid Managed Care Programs: Shortly after the onset of COVID-19 in March 2020, numerous state Medicaid programs began to issue temporary rate increases and similarly directed Medicaid Managed Care programs within those states to likewise adjust rates. These temporary rate increases are paid to the Company via normal claim processing by the respective payers. Over the remainder of fiscal year 2020, continuing through fiscal year 2021 and into fiscal year 2022, while some states discontinued the temporary rate increases, most state legislatures either made such increases permanent or otherwise increased PDS reimbursement rates in their annual budgetary processes. Medicare Advances : Certain of the home health and hospice companies the Company has acquired received advance payments from the Centers for Medicare & Medicaid Services (“CMS”) in April 2020, pursuant to the expansion of the Accelerated Payments Program provided for in the CARES Act. These advances became repayable beginning one year from the date on which the accelerated advance was issued. The repayments occur via offsets by CMS to current payments otherwise due from Medicare at a rate of 25 % for the first eleven months. After the eleven months end, payments will be recouped at a rate of 50 % for another six months, after which any remaining balance will become due. Gross advances received by acquired companies in April 2020 totaled $ 15.7 million. The Company began repaying the gross amount of the advances, via the offset mechanism described above, during the second quarter of 2021, and had repaid all such advances as of July 2, 2022 . Remaining unpaid advances as of January 1, 2022 totaled $ 3.5 million, which is recorded in other current liabilities on the accompanying interim unaudited consolidated balance sheets . Temporary Suspension of Medicare Sequestration: The Budget Control Act of 2011 requires a mandatory, across the board reduction in federal spending, called a sequestration. Medicare fee-for-service claims with dates of service or dates of discharge on or after April 1, 2013 incur a 2.0 % reduction in Medicare payments. All Medicare rate payments and settlements are subject to this mandatory reduction, which will continue to remain in place through at least 2023, unless Congress takes further action. In response to COVID-19, the CARES Act temporarily suspended the automatic 2.0 % reduction of Medicare claim reimbursements for the period from May 1, 2020 through December 31, 2021. In December 2021, Congress extended the suspension of the automatic 2.0 % reduction through March 2022 and reduced the sequestration adjustment to 1.0 % from April 1, 2022 through June 30, 2022, with the full 2.0 % reduction for sequestration resuming thereafter. American Rescue Plan Act (“ARPA”): On March 11, 2021 President Biden signed ARPA into law. ARPA is a federal stimulus bill designed to aid public health and economic recovery from the COVID-19 pandemic. ARPA includes $ 350 billion in emergency funding for state, local, territorial and tribal governments, known as the Coronavirus State and Local Fiscal Recovery Funds (“ARPA Recovery Funds”). States must obligate the ARPA Recovery Funds by December 31, 2024 and spend such funds by December 31, 2026. Usage of the ARPA Recovery Funds is subject to the requirements specified in the United States Treasury Department’s Final Rule issued on January 6, 2022. The Final Rule provides states with substantial flexibility in utilizing ARPA Relief Funds, including to support public health expenditures such as vaccination programs and testing, and PPE purchases, as well as providing premium pay for essential workers, including those in home-care settings, among many other things. States may not use ARPA Recovery Funds to fund tax cuts, fund budget deficits, or to support public employee pensions. During the three and six-month periods ended July 2, 2022, the Company received $ 1.3 million and $ 4.5 million, respectively, of ARPA Recovery Funds from various states. The Company recognized $ 0.5 million and $ 3.6 million during the three and six-month periods ended July 2, 2022, respectively, as revenue in our accompanying interim unaudited consolidated statements of operations. The remaining ARPA Recovery Funds are recorded in other current liabilities in the accompanying interim unaudited consolidated balance sheet at July 2, 2022. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jul. 02, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. RELATED PARTY TRANSACTIONS The Company had been a party to an advisory services agreement with affiliates of certain stockholders of the Company (the “Management Agreement”). Under this agreement, the managers provided general and strategic advisory services and were paid a quarterly management fee plus out of pocket expenses. Upon completion of the Company's initial public offering in April 2021 (the "IPO"), the Management Agreement was terminated. Additionally, the managers agreed to waive the fee due to them from the Company upon the successful completion of the IPO. The Company did no t incur any management fees or expenses during the three or six-month period ended July 2, 2022 or the three-month period ended July 3, 2021. The Company incurred management fees and expenses of $ 0.9 million during the six-month period ended July 3, 2021, which is included in corporate expenses in the accompanying interim unaudited consolidated statements of operations. The Company did no t owe any amounts in connection with the Management Agreement as of July 2, 2022 or January 1, 2022. As of July 2, 2022, one of the Company’s stockholders owned 6.4 % of the Company’s 2021 Extended Term Loan. |
Segment Information
Segment Information | 6 Months Ended |
Jul. 02, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | 14. SEGMENT INFORMATION The Company’s operating segments have been identified based upon how management has organized the business by services provided to customers and how the chief operating decision maker (“CODM”) manages the business and allocates resources. The Company has three operating segments and three reportable segments, Private Duty Services, Home Health & Hospice, and Medical Solutions. The PDS segment predominantly includes private duty skilled nursing services, unskilled and personal care services, and pediatric therapy services. The HHH segment provides home health and hospice services to predominately elderly patients. Through the MS segment, the Company provides enteral nutrition and other products to adults and children, delivered on a periodic or as-needed basis. The CODM evaluates performance using gross margin (and gross margin percentage). Gross margin includes revenue less all costs of revenue, excluding depreciation and amortization, but excludes branch and regional administrative expenses, corporate expenses and other non-field expenses. The CODM does not evaluate a measure of assets when assessing performance. Results shown for the three and six-month periods ended July 2, 2022 and July 3, 2021 are not necessarily those which would be achieved if each segment was an unaffiliated business enterprise. There are no intersegment transactions. The following tables summarize the Company’s segment information for the three and six-month periods ended July 2, 2022 and July 3, 2021, respectively (amounts in thousands): For the three-month period ended July 2, 2022 PDS HHH MS Total Revenue $ 348,025 $ 61,382 $ 33,548 $ 442,955 Cost of revenue, excluding depreciation and amortization 246,636 31,797 19,479 297,912 Gross margin $ 101,389 $ 29,585 $ 14,069 $ 145,043 Gross margin percentage 29.1 % 48.2 % 41.9 % 32.7 % For the three-month period ended July 3, 2021 PDS HHH MS Total Revenue $ 349,680 $ 50,071 $ 36,361 $ 436,112 Cost of revenue, excluding depreciation and amortization $ 243,898 $ 25,765 $ 19,860 289,523 Gross margin $ 105,782 $ 24,306 $ 16,501 $ 146,589 Gross margin percentage 30.3 % 48.5 % 45.4 % 33.6 % For the six-month period ended July 2, 2022 PDS HHH MS Total Revenue $ 698,215 $ 128,005 $ 67,269 $ 893,489 Cost of revenue, excluding depreciation and amortization 498,510 65,965 39,145 603,620 Gross margin $ 199,705 $ 62,040 $ 28,124 $ 289,869 Gross margin percentage 28.6 % 48.5 % 41.8 % 32.4 % For the six-month period ended July 3, 2021 PDS HHH MS Total Revenue $ 700,507 $ 81,589 $ 71,176 $ 853,272 Cost of revenue, excluding depreciation and amortization 492,895 43,094 39,011 575,000 Gross margin $ 207,612 $ 38,495 $ 32,165 $ 278,272 Gross margin percentage 29.6 % 47.2 % 45.2 % 32.6 % For the three-month periods ended For the six-month periods ended Segment Reconciliation: July 2, 2022 July 3, 2021 July 2, 2022 July 3, 2021 Total segment gross margin $ 145,043 $ 146,589 $ 289,869 $ 278,272 Branch and regional administrative expenses 88,998 77,720 177,741 147,092 Corporate expenses 36,202 32,401 72,769 59,800 Goodwill impairment 470,207 - 470,207 - Depreciation and amortization 6,038 5,170 11,857 10,018 Acquisition-related costs ( 22 ) 1,004 69 2,772 Other operating expense (income) 1 - ( 169 ) - Operating (loss) income ( 456,381 ) 30,294 ( 442,605 ) 58,590 Interest income 143 61 205 138 Interest expense ( 22,919 ) ( 19,262 ) ( 45,283 ) ( 41,687 ) Loss on debt extinguishment - ( 8,918 ) - ( 8,918 ) Other income (expense) 4,926 ( 736 ) 41,383 ( 577 ) (Loss) Income before income taxes $ ( 474,231 ) $ 1,439 $ ( 446,300 ) $ 7,546 |
Net (Loss) Income Per Share
Net (Loss) Income Per Share | 6 Months Ended |
Jul. 02, 2022 | |
Earnings Per Share [Abstract] | |
Net (Loss) Income Per Share | 15. NET (LOSS) INCOME PER SHARE Basic net (loss) income per share is calculated by dividing net (loss) income by the weighted average number of shares of common stock outstanding for the period. Diluted net (loss) income per share is calculated by dividing net (loss) income by the diluted weighted average number of shares of common stock outstanding for the period. For purposes of this calculation, outstanding stock options are considered potential dilutive shares of common stock. The following is a computation of basic and diluted net (loss) income per share (amounts in thousands, except per share amounts): For the three-month periods ended For the six-month periods ended July 2, 2022 July 3, 2021 July 2, 2022 July 3, 2021 Numerator: Net (loss) income $ ( 473,887 ) $ 1,260 $ ( 448,553 ) $ 7,058 Denominator: Weighted average shares of common stock outstanding (1) , basic 184,953 171,149 184,940 156,636 Net (loss) income per share, basic $ ( 2.56 ) $ 0.01 $ ( 2.43 ) $ 0.05 Weighted average shares of common stock outstanding (1) , diluted 184,953 177,683 184,940 161,975 Net (loss) income per share, diluted $ ( 2.56 ) $ 0.01 $ ( 2.43 ) $ 0.04 Dilutive securities outstanding not included in the computation of diluted net (loss) income per share as their effect is antidilutive: RSUs 4,472 - 4,472 - PSUs 1,390 - 1,390 - Stock options 14,679 4,703 14,679 5,649 (1) The calculation of weighted average shares of common stock outstanding includes all vested deferred restricted stock units. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jul. 02, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. SUBSEQUENT EVENTS Securitization Facility On August 8, 2022, the Company amended the Securitization Facility to increase the maximum amount available to $ 175.0 million, subject to maintaining certain borrowing base requirements. All borrowings under this facility will continue to carry variable interest rates tied to BSBY plus an applicable margin. Delayed Draw Term Loan Facility On August 9, 2022, the Company borrowed $ 60.0 million, under the Delayed Draw Term Loan Facility to replace cash previously used by the Company to complete acquisitions in the fourth quarter of 2021. The remaining available borrowing base of $ 140.0 million under the Delayed Draw Term Loan Facility is available until July 15, 2023, subject to certain terms and conditions. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jul. 02, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying interim unaudited consolidated financial statements include the accounts of Aveanna Healthcare Holdings Inc. and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in the accompanying interim unaudited consolidated financial statements, and business combinations accounted for as purchases have been included in the accompanying interim unaudited consolidated financial statements from their respective dates of acquisition. |
Basis of Presentation | Basis of Presentation The accompanying interim consolidated financial statements are unaudited and have been prepared by the Company in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, these interim unaudited consolidated financial statements do not include all the information and disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, these interim unaudited consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary to present fairly the Company’s financial position as of July 2, 2022 and the results of operations for the three and six-month periods ended July 2, 2022 and July 3, 2021, respectively. The results reported in these interim unaudited consolidated financial statements should not be regarded as indicative of results that may be expected for any other period or the entire year. These interim unaudited consolidated financial statements and related notes should be read in conjunction with the audited consolidated financial statements and related notes for the fiscal year ended January 1, 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2022. Our fiscal year ends on the Saturday that is closest to December 31 of a given year, resulting in either a 52 or 53-week fiscal year. The accompanying interim unaudited consolidated balance sheets reflect the accounts of the Company as of July 2, 2022 and January 1, 2022. For the three-month periods ended July 2, 2022 and July 3, 2021, the accompanying interim unaudited consolidated statements of operations, stockholders’ equity and cash flows reflect the accounts of the Company from April 2, 2022 through July 2, 2022 and April 3, 2021 through July 3, 2021 , respectively. For the six-month periods ended July 2, 2022 and July 3, 2021, the accompanying interim unaudited consolidated statements of operations, stockholders' equity and cash flows reflect the accounts of the Company from January 2, 2022 through July 2, 2022 and January 3, 2021 through July 3, 2021, respectively. |
Use of Estimates | Use of Estimates The Company’s accounting and reporting policies conform with U.S. GAAP. In preparing the consolidated financial statements, the Company is required to make estimates and assumptions that impact the amounts reported in these consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. This ASU is effective as of March 12, 2020 through December 31, 2022. An entity may adopt this ASU as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020. The Company is currently evaluating the impact of adopting this standard. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope , to clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. This ASU is effective immediately and should be adopted in conjunction with ASU 2020-04. The Company is currently evaluating the impact of adopting this standard. |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jul. 02, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue by Payer Type as a Percentage of Revenue | The following table presents revenue by payer type as a percentage of revenue for the three and six-month periods ended July 2, 2022 and July 3, 2021, respectively: For the three-month periods ended For the six-month periods ended July 2, 2022 July 3, 2021 July 2, 2022 July 3, 2021 Percentage Percentage Percentage Percentage Medicaid MCO 54.3 % 52.6 % 51.9 % 54.2 % Medicaid 21.7 % 23.8 % 21.9 % 24.3 % Commercial 9.8 % 12.3 % 9.9 % 11.8 % Medicare 14.1 % 11.0 % 16.2 % 9.4 % Self-pay 0.1 % 0.3 % 0.1 % 0.3 % Total revenue 100.0 % 100.0 % 100.0 % 100.0 % |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jul. 02, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Goodwill by Segment | The following table summarizes changes in goodwill by segment from the fiscal year ended January 1, 2022 through the six-month period ended July 2, 2022 (amounts in thousands): PDS HHH MS Total Balance at January 1, 2022, net (1) $ 1,160,337 $ 532,775 $ 142,468 $ 1,835,580 Additions - - - - Measurement adjustments 258 1,512 - 1,770 Impairments ( 213,557 ) ( 232,538 ) ( 24,112 ) ( 470,207 ) Balance at July 2, 2022, net (2) $ 947,038 $ 301,749 $ 118,356 $ 1,367,143 (1) Goodwill balance is net of $ 346.8 million accumulated impairment losses for the PDS segment and $ 88.0 million losses for the MS segment. (2) Goodwill balance is net of $ 560.4 million accumulated impairment losses for the PDS segment, $ 112.1 million losses for the MS segment, and $ 232.5 million losses for the HHH segment. |
Long-Term Obligations (Tables)
Long-Term Obligations (Tables) | 6 Months Ended |
Jul. 02, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Obligations | Long-term obligations consisted of the following as of July 2, 2022 and January 1, 2022, respectively (dollar amounts in thousands): Instrument Stated Contractual Interest Rate Interest Rate July 2, 2022 January 1, 2022 2021 Extended Term Loan (1) 07/2028 L + 3.75 % 4.69 % $ 853,550 $ 857,850 Term Loan - Second Lien Term Loan (1) 12/2029 L + 7.00 % 7.94 % 415,000 415,000 Revolving Credit Facility (1) 04/2026 L + 3.75 % 4.69 % 15,000 - Total principal amount of long-term obligations 1,283,550 1,272,850 Less: unamortized debt issuance costs ( 35,567 ) ( 37,733 ) Total amount of long-term obligations, net of unamortized debt issuance costs 1,247,983 1,235,117 Less: current portion of long-term obligations ( 8,600 ) ( 8,600 ) Total amount of long-term obligations, net of unamortized debt issuance costs, less current portion $ 1,239,383 $ 1,226,517 (1) L = Greater of 0.50% or one-month LIBOR |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jul. 02, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Other Assets and Other Liabilities Measured at Fair Value | The Company’s other assets and other liabilities measured at fair value are as follows (amounts in thousands): Fair Value Measurements at July 2, 2022 Level 1 Level 2 Level 3 Total Assets: Interest rate cap agreements $ - $ 25,389 $ - $ 25,389 Interest rate swap agreements - 15,783 - 15,783 Total derivative assets $ - $ 41,172 $ - $ 41,172 Fair Value Measurements at January 1, 2022 Level 1 Level 2 Level 3 Total Liabilities: Interest rate swap agreements $ - $ 15,342 $ - $ 15,342 Total derivative liabilities $ - $ 15,342 $ - $ 15,342 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 6 Months Ended |
Jul. 02, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Gains from Derivatives | The following gains from these derivatives not designated as hedging instruments were recognized in the Company’s accompanying interim unaudited consolidated statements of operations for the three and six-month periods ended July 2, 2022 and July 3, 2021, respectively (amounts in thousands): Statement of Operations For the three-month periods ended Classification July 2, 2022 July 3, 2021 Interest rate cap agreement Other income (expense) $ 1,119 $ - Interest rate swap agreements Other income (expense) $ 5,414 $ 2,033 Statement of Operations For the six-month periods ended Classification July 2, 2022 July 3, 2021 Interest rate cap agreements Other income (expense) $ 13,664 $ - Interest rate swap agreements Other income (expense) $ 31,125 $ 4,853 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jul. 02, 2022 | |
Segment Reporting [Abstract] | |
Summary of Segment Information | The following tables summarize the Company’s segment information for the three and six-month periods ended July 2, 2022 and July 3, 2021, respectively (amounts in thousands): For the three-month period ended July 2, 2022 PDS HHH MS Total Revenue $ 348,025 $ 61,382 $ 33,548 $ 442,955 Cost of revenue, excluding depreciation and amortization 246,636 31,797 19,479 297,912 Gross margin $ 101,389 $ 29,585 $ 14,069 $ 145,043 Gross margin percentage 29.1 % 48.2 % 41.9 % 32.7 % For the three-month period ended July 3, 2021 PDS HHH MS Total Revenue $ 349,680 $ 50,071 $ 36,361 $ 436,112 Cost of revenue, excluding depreciation and amortization $ 243,898 $ 25,765 $ 19,860 289,523 Gross margin $ 105,782 $ 24,306 $ 16,501 $ 146,589 Gross margin percentage 30.3 % 48.5 % 45.4 % 33.6 % For the six-month period ended July 2, 2022 PDS HHH MS Total Revenue $ 698,215 $ 128,005 $ 67,269 $ 893,489 Cost of revenue, excluding depreciation and amortization 498,510 65,965 39,145 603,620 Gross margin $ 199,705 $ 62,040 $ 28,124 $ 289,869 Gross margin percentage 28.6 % 48.5 % 41.8 % 32.4 % For the six-month period ended July 3, 2021 PDS HHH MS Total Revenue $ 700,507 $ 81,589 $ 71,176 $ 853,272 Cost of revenue, excluding depreciation and amortization 492,895 43,094 39,011 575,000 Gross margin $ 207,612 $ 38,495 $ 32,165 $ 278,272 Gross margin percentage 29.6 % 47.2 % 45.2 % 32.6 % For the three-month periods ended For the six-month periods ended Segment Reconciliation: July 2, 2022 July 3, 2021 July 2, 2022 July 3, 2021 Total segment gross margin $ 145,043 $ 146,589 $ 289,869 $ 278,272 Branch and regional administrative expenses 88,998 77,720 177,741 147,092 Corporate expenses 36,202 32,401 72,769 59,800 Goodwill impairment 470,207 - 470,207 - Depreciation and amortization 6,038 5,170 11,857 10,018 Acquisition-related costs ( 22 ) 1,004 69 2,772 Other operating expense (income) 1 - ( 169 ) - Operating (loss) income ( 456,381 ) 30,294 ( 442,605 ) 58,590 Interest income 143 61 205 138 Interest expense ( 22,919 ) ( 19,262 ) ( 45,283 ) ( 41,687 ) Loss on debt extinguishment - ( 8,918 ) - ( 8,918 ) Other income (expense) 4,926 ( 736 ) 41,383 ( 577 ) (Loss) Income before income taxes $ ( 474,231 ) $ 1,439 $ ( 446,300 ) $ 7,546 |
Net (Loss) Income Per Share (Ta
Net (Loss) Income Per Share (Tables) | 6 Months Ended |
Jul. 02, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Computation of Basic and Diluted Net (Loss) Income Per Share | The following is a computation of basic and diluted net (loss) income per share (amounts in thousands, except per share amounts): For the three-month periods ended For the six-month periods ended July 2, 2022 July 3, 2021 July 2, 2022 July 3, 2021 Numerator: Net (loss) income $ ( 473,887 ) $ 1,260 $ ( 448,553 ) $ 7,058 Denominator: Weighted average shares of common stock outstanding (1) , basic 184,953 171,149 184,940 156,636 Net (loss) income per share, basic $ ( 2.56 ) $ 0.01 $ ( 2.43 ) $ 0.05 Weighted average shares of common stock outstanding (1) , diluted 184,953 177,683 184,940 161,975 Net (loss) income per share, diluted $ ( 2.56 ) $ 0.01 $ ( 2.43 ) $ 0.04 Dilutive securities outstanding not included in the computation of diluted net (loss) income per share as their effect is antidilutive: RSUs 4,472 - 4,472 - PSUs 1,390 - 1,390 - Stock options 14,679 4,703 14,679 5,649 (1) The calculation of weighted average shares of common stock outstanding includes all vested deferred restricted stock units. |
Description of Business - Addit
Description of Business - Additional Information (Details) | Jul. 02, 2022 State |
Subsidiary, Sale of Stock [Line Items] | |
Number of states in which entity locations | 33 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jul. 02, 2022 | Jul. 03, 2021 | Jul. 02, 2022 | Jul. 03, 2021 | Jan. 01, 2022 | |
Revenue Disclosure [Line Items] | |||||
Estimated price concession | $ 58,200,000 | $ 58,200,000 | $ 55,800,000 | ||
Bad debt expense | $ 0 | $ 0 | $ 0 | $ 0 | |
Maximum | |||||
Revenue Disclosure [Line Items] | |||||
Revenue, performance obligation, expected timing of satisfaction, period | 1 year | 1 year |
Revenue - Schedule of Revenue b
Revenue - Schedule of Revenue by Payer Type as a Percentage of Revenue (Detail) - Customer Concentration Risk - Total revenue | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2022 | Jul. 03, 2021 | Jul. 02, 2022 | Jul. 03, 2021 | |
Disaggregation Of Revenue [Line Items] | ||||
Percentage of total revenue | 100% | 100% | 100% | 100% |
Medicaid MCO | ||||
Disaggregation Of Revenue [Line Items] | ||||
Percentage of total revenue | 54.30% | 52.60% | 51.90% | 54.20% |
Medicaid | ||||
Disaggregation Of Revenue [Line Items] | ||||
Percentage of total revenue | 21.70% | 23.80% | 21.90% | 24.30% |
Commercial | ||||
Disaggregation Of Revenue [Line Items] | ||||
Percentage of total revenue | 9.80% | 12.30% | 9.90% | 11.80% |
Medicare | ||||
Disaggregation Of Revenue [Line Items] | ||||
Percentage of total revenue | 14.10% | 11% | 16.20% | 9.40% |
Self-pay | ||||
Disaggregation Of Revenue [Line Items] | ||||
Percentage of total revenue | 0.10% | 0.30% | 0.10% | 0.30% |
Goodwill - Summary of Changes i
Goodwill - Summary of Changes in Goodwill by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jul. 02, 2022 | Jul. 02, 2022 | |
Goodwill [Line Items] | ||
Balance at January 1, 2022, net | $ 1,835,580 | |
Measurement adjustments | 1,770 | |
Impairments | $ (470,207) | (470,207) |
Balance at July 2, 2022, net | 1,367,143 | 1,367,143 |
PDS | ||
Goodwill [Line Items] | ||
Balance at January 1, 2022, net | 1,160,337 | |
Measurement adjustments | 258 | |
Impairments | (213,557) | |
Balance at July 2, 2022, net | 947,038 | 947,038 |
HHH | ||
Goodwill [Line Items] | ||
Balance at January 1, 2022, net | 532,775 | |
Measurement adjustments | 1,512 | |
Impairments | (232,538) | |
Balance at July 2, 2022, net | 301,749 | 301,749 |
MS | ||
Goodwill [Line Items] | ||
Balance at January 1, 2022, net | 142,468 | |
Impairments | (24,112) | |
Balance at July 2, 2022, net | $ 118,356 | $ 118,356 |
Goodwill - Summary of Changes_2
Goodwill - Summary of Changes in Goodwill by Segment (Parenthetical) (Details) - USD ($) $ in Millions | Jul. 02, 2022 | Jan. 01, 2022 |
PDS | ||
Goodwill [Line Items] | ||
Goodwill, accumulated impairment losses | $ 560.4 | $ 346.8 |
MS | ||
Goodwill [Line Items] | ||
Goodwill, accumulated impairment losses | 112.1 | $ 88 |
HHH | ||
Goodwill [Line Items] | ||
Goodwill, accumulated impairment losses | $ 232.5 |
Goodwill - Additional Informati
Goodwill - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jul. 02, 2022 USD ($) | Jul. 02, 2022 USD ($) ReportingUnit Segment | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill impairment charge | $ | $ 470,207 | $ 470,207 |
Carrying value of reporting units exceeded fair value | 5 | |
Number of reporting units | 6 | |
Number of reportable segments | Segment | 3 |
Long-Term Obligations - Schedul
Long-Term Obligations - Schedule of Long-Term Obligations and Notes Payable (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Dec. 10, 2021 | Jul. 02, 2022 | Jan. 01, 2022 | |
Debt Instrument [Line Items] | |||
Total principal amount of long-term obligations | $ 1,283,550 | $ 1,272,850 | |
Less: unamortized debt issuance costs | (35,567) | (37,733) | |
Total amount of long-term obligations, net of unamortized debt issuance costs | 1,247,983 | 1,235,117 | |
Less: current portion of long-term obligations | (8,600) | (8,600) | |
Total amount of long-term obligations, net of unamortized debt issuance costs, less current portion | 1,239,383 | 1,226,517 | |
2021 Extended Term Loan | |||
Debt Instrument [Line Items] | |||
Total principal amount of long-term obligations | $ 853,550 | 857,850 | |
Stated Maturity Date | 2028-07 | ||
Contractual Interest Rate | L + 3.75% | ||
Interest Rate | 4.69% | ||
2021 Extended Term Loan | LIBOR | |||
Debt Instrument [Line Items] | |||
Interest rate margin on borrowings | 3.75% | ||
Second Lien Term Loan | |||
Debt Instrument [Line Items] | |||
Total principal amount of long-term obligations | $ 415,000 | $ 415,000 | |
Stated Maturity Date | 2029-12 | ||
Contractual Interest Rate | L + 7.00% | ||
Interest Rate | 7.94% | ||
Second Lien Term Loan | LIBOR | |||
Debt Instrument [Line Items] | |||
Interest rate margin on borrowings | 7% | 7% | |
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Total principal amount of long-term obligations | $ 15,000 | ||
Stated Maturity Date | 2026-04 | ||
Contractual Interest Rate | L + 3.75% | ||
Interest Rate | 4.69% | ||
Revolving Credit Facility | LIBOR | |||
Debt Instrument [Line Items] | |||
Interest rate margin on borrowings | 3.75% |
Long-Term Obligations - Sched_2
Long-Term Obligations - Schedule of Long-Term Obligations and Notes Payable (Parenthetical) (Details) | 6 Months Ended |
Jul. 02, 2022 | |
Second Lien Term Loan | |
Debt Instrument [Line Items] | |
Debt instrument, description of contractual interest rate | L = Greater of 0.50% or one-month LIBOR |
2021 Extended Term Loan | |
Debt Instrument [Line Items] | |
Debt instrument, description of contractual interest rate | L = Greater of 0.50% or one-month LIBOR |
Revolving Credit Facility | |
Debt Instrument [Line Items] | |
Debt instrument, description of contractual interest rate | L = Greater of 0.50% or one-month LIBOR |
Long-Term Obligations - Additio
Long-Term Obligations - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Dec. 10, 2021 | Jul. 15, 2021 | Jul. 02, 2022 | Jul. 03, 2021 | Jul. 02, 2022 | Jul. 03, 2021 | Jan. 01, 2022 | |
Debt Instrument [Line Items] | |||||||
Debt issuance costs | $ 35,567,000 | $ 35,567,000 | $ 37,733,000 | ||||
Interest expense related to amortization of debt issuance costs | 1,600,000 | $ 3,700,000 | 3,300,000 | $ 5,800,000 | |||
Swingline loans | 0 | 0 | 0 | ||||
Fair value of long-term obligations | 1,283,600,000 | 1,283,600,000 | |||||
Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | 167,400,000 | $ 167,400,000 | 182,400,000 | ||||
Revolving Credit Facility | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate margin on borrowings | 3.75% | ||||||
Letter of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Issued letter of credit | 17,600,000 | $ 17,600,000 | 17,600,000 | ||||
Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Debt issuance costs | 35,600,000 | $ 35,600,000 | 37,700,000 | ||||
Second Lien Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument minimum floor rate percentage | 0.50% | ||||||
Second Lien Term Loan | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate margin on borrowings | 7% | 7% | |||||
Second Lien Term Loan | Annual Base Rate | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate margin on borrowings | 6% | ||||||
Second Lien Term Loan | Federal Funds Effective Rate | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate margin on borrowings | 0.50% | ||||||
Second Lien Term Loan | One Month LIBOR Rate | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate margin on borrowings | 1% | ||||||
2021 Extended Term Loan | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate margin on borrowings | 3.75% | ||||||
Delayed Draw Term Loan Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debt issuance costs | $ 2,100,000 | $ 2,100,000 | $ 3,200,000 | ||||
2021 Extended Term Loan and Delayed Draw Term Loans | LIBOR | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instruments, variable interest rate | 0.50% | ||||||
2021 Extended Term Loan and Delayed Draw Term Loans | LIBOR | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate margin on borrowings | 3.75% | ||||||
2021 Extended Term Loan and Delayed Draw Term Loans | Annual Base Rate | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instruments, variable interest rate | 2% | ||||||
Interest rate margin on borrowings | 2.75% |
Securitization Facility - Addit
Securitization Facility - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Nov. 12, 2021 | Jul. 02, 2022 | Jan. 01, 2022 | Aug. 08, 2022 | |
Debt Instrument [Line Items] | ||||
Outstanding balance | $ 1,283,550 | $ 1,272,850 | ||
Securitization Facility | ||||
Debt Instrument [Line Items] | ||||
Termination date of agreement | Nov. 12, 2024 | |||
Maximum amount available under securitization facility | $ 150,000 | |||
Debt issuance costs | $ 1,300 | |||
Outstanding balance | $ 150,000 | $ 120,000 | ||
Securitization Facility | Subsequent Event | ||||
Debt Instrument [Line Items] | ||||
Maximum amount available under securitization facility | $ 175,000 | |||
Securitization Facility | Bloomberg Short-term Bank Yield Index | ||||
Debt Instrument [Line Items] | ||||
Interest rate under facility | 3.62% | 2.08% |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Other Assets and Other Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Jul. 02, 2022 | Jan. 01, 2022 |
Assets: | ||
Total derivative assets | $ 41,172 | |
Liabilities: | ||
Total derivative liabilities | $ 15,342 | |
Level 2 | ||
Assets: | ||
Total derivative assets | 41,172 | |
Liabilities: | ||
Total derivative liabilities | 15,342 | |
Interest Rate Cap Agreement | ||
Assets: | ||
Total derivative assets | 25,389 | |
Interest Rate Cap Agreement | Level 2 | ||
Assets: | ||
Total derivative assets | 25,389 | |
Interest Rate Swap Agreements | ||
Assets: | ||
Total derivative assets | 15,783 | |
Liabilities: | ||
Total derivative liabilities | 15,342 | |
Interest Rate Swap Agreements | Level 2 | ||
Assets: | ||
Total derivative assets | $ 15,783 | |
Liabilities: | ||
Total derivative liabilities | $ 15,342 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Additional Information (Details) | 1 Months Ended | ||||
Feb. 09, 2022 USD ($) | Jul. 31, 2021 | Jul. 02, 2022 USD ($) | Jan. 01, 2022 USD ($) | Oct. 31, 2018 Swap | |
Other Long-Term Assets | |||||
Derivative [Line Items] | |||||
Fair value of interest rate swaps | $ 15,800,000 | ||||
Other Long-Term Liabilities | |||||
Derivative [Line Items] | |||||
Fair value of interest rate swaps | $ 15,300,000 | ||||
Amended Interest Rate Swap Agreements | |||||
Derivative [Line Items] | |||||
Aggregate notional amount | 520,000,000 | $ 520,000,000 | |||
Derivative expiration date | Jun. 30, 2026 | ||||
Derivative, fixed interest rate | 2.08% | ||||
Derivative, floor interest rate | 0.50% | ||||
Interest Rate Swap Agreement | |||||
Derivative [Line Items] | |||||
Number of interest rate swap agreement | Swap | 2 | ||||
Interest Rate Cap Agreement | |||||
Derivative [Line Items] | |||||
Aggregate notional amount | $ 880,000,000 | ||||
Fair value of interest rate swaps | $ 25,400,000 | ||||
Derivative expiration date | Feb. 28, 2027 | ||||
Derivative, cap interest rate | 3% | ||||
One-time premium paid | $ 11,700,000 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Schedule of Gains from Derivatives (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2022 | Jul. 03, 2021 | Jul. 02, 2022 | Jul. 03, 2021 | |
Derivative Instruments Gain Loss [Line Items] | ||||
Derivative gain (loss) | $ 44,789 | $ 4,853 | ||
Interest Rate Cap Agreement | Not Designated as Hedging Instruments | Other Income (Expense) | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Derivative gain (loss) | $ 1,119 | 13,664 | ||
Interest Rate Swap Agreements | Not Designated as Hedging Instruments | Other Income (Expense) | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Derivative gain (loss) | $ 5,414 | $ 2,033 | $ 31,125 | $ 4,853 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2022 | Jul. 03, 2021 | Jul. 02, 2022 | Jul. 03, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) | $ (344) | $ 179 | $ 2,253 | $ 488 |
Effective tax rate | 0.10% | 12.40% | (0.50%) | 6.50% |
Statutory tax rate | 21% | 21% | 21% | 21% |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2022 | Jul. 03, 2021 | Jul. 02, 2022 | Jul. 03, 2021 | |
Time Vesting Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense, net of forfeitures | $ 200,000 | $ 700,000 | $ 700,000 | $ 1,400,000 |
Unrecognized compensation expense | 2,700,000 | 2,700,000 | ||
Performance-Vesting Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense, net of forfeitures | 2,700,000 | 4,200,000 | 4,600,000 | 4,200,000 |
Unrecognized compensation expense | 500,000 | 500,000 | ||
Restricted Stock Units | Director | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | 200,000 | 0 | 300,000 | 0 |
Unrecognized compensation expense | 0 | 0 | ||
Restricted Stock Units | Management | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | 1,000,000 | 0 | 2,000,000 | 0 |
Unrecognized compensation expense | 13,900,000 | 13,900,000 | ||
Long-Term Incentive Plan | Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | 900,000 | 1,300,000 | ||
Unrecognized compensation expense | 9,200,000 | $ 9,200,000 | ||
Shares granted | 2,124,212 | |||
Fair value of shares granted | $ 4.93 | |||
Long-Term Incentive Plan | Performance Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | 200,000 | $ 500,000 | ||
Unrecognized compensation expense | $ 3,300,000 | $ 3,300,000 | ||
Shares granted | 1,389,801 | |||
Fair value of shares granted | $ 5.24 | |||
Term of award | The PSUs contain two performance criteria: (i) 50% based on relative total shareholder return ("TSR") over a three-year performance period, which measures the Company's total shareholder return as compared to the total shareholder return of a designated peer group, and (ii) 50% based on an adjusted EBITDA target over a one-year performance period. The PSUs are also subject to a three-year service-based cliff vesting schedule commencing on the date of grant. | |||
Fair value of shares remaining measurement period | 2 years 10 months 17 days | |||
Share price | $ 4.93 | $ 4.93 | ||
Risk-free interest rate | 1.77% | |||
Average closing stock price | 7.29 | |||
Employee Stock Purchase Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | $ 0 | $ 0 | ||
Cash contribution to plan | $ 1,100,000 | $ 2,500,000 | ||
Employee Stock Purchase Plan | Corporate Expenses and Branch and Regional Administrative Expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | $ 600,000 | $ 1,200,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 6 Months Ended | ||||||
Oct. 01, 2021 | Sep. 30, 2021 | Aug. 06, 2020 | Jul. 02, 2022 | Jan. 01, 2022 | Dec. 20, 2019 | Dec. 24, 2018 | |
Loss Contingencies [Line Items] | |||||||
Insurance, per claims deductible | $ 1,000,000 | $ 500,000 | |||||
Professional malpractice claims, per claim and annual aggregate limits | $ 5,500,000 | $ 6,000,000 | |||||
Insurance reserves | $ 83,400,000 | $ 80,500,000 | |||||
Provision for transaction termination fee | $ 75,000,000 | ||||||
Break-up fee due to Seller | $ 0 | ||||||
Escrow funds | $ 7,100,000 | ||||||
Name of defendants | Epic/Freedom, LLC (“Seller”), Webster Capital Corporation, and Webster Equity Partners (collectively, the “Defendants”) | ||||||
Minimum | |||||||
Loss Contingencies [Line Items] | |||||||
Damages sought value | 24,000,000 | ||||||
Maximum | |||||||
Loss Contingencies [Line Items] | |||||||
Damages sought value | $ 50,000,000 | ||||||
Professional Malpractice Claims | |||||||
Loss Contingencies [Line Items] | |||||||
Insurance reserves | $ 37,300,000 | 38,700,000 | |||||
Surety Bonds | |||||||
Loss Contingencies [Line Items] | |||||||
Collaterals | 2,900,000 | 2,900,000 | |||||
Cash Collateral | |||||||
Loss Contingencies [Line Items] | |||||||
Collaterals | 2,900,000 | 2,900,000 | |||||
Letters of Credit | |||||||
Loss Contingencies [Line Items] | |||||||
Collaterals | 17,600,000 | 17,600,000 | |||||
Workers Compensation Insurance | |||||||
Loss Contingencies [Line Items] | |||||||
Insurance, per claims deductible | 500,000 | ||||||
Insurance reserves | $ 46,100,000 | $ 41,800,000 |
Covid-19 - Additional Informati
Covid-19 - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | 12 Months Ended | 20 Months Ended | ||||||||
Jul. 01, 2022 | Mar. 11, 2021 | Dec. 31, 2021 | Jul. 02, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jul. 02, 2022 | Jan. 02, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Jan. 01, 2022 | Feb. 04, 2021 | Apr. 30, 2020 | Apr. 01, 2013 | |
Covid 19 CARES Act [Line Items] | ||||||||||||||
Provider relief fund payments received CARES Act | $ 2,500 | $ 25,100 | ||||||||||||
Incremental percentage of deferred payment of employer portion of social security taxes | 50% | |||||||||||||
Percentage of social security tax due CARES Act | 50% | 50% | 50% | |||||||||||
Deferred social security tax CARES Act | $ 25,500 | $ 25,500 | $ 25,500 | |||||||||||
ARPA Recovery Funds | $ 350,000,000 | 1,300 | 4,500 | |||||||||||
Revenue recognized | $ 500 | $ 3,600 | ||||||||||||
Medicare | ||||||||||||||
Covid 19 CARES Act [Line Items] | ||||||||||||||
Gross advance received for expansion of accelerated payments program in CARES Act | $ 15,700 | |||||||||||||
Percentage of repayments due for first eleven months | 25% | |||||||||||||
Percentage of payments recouped rate for another six months | 50% | |||||||||||||
Percentage of reduction in payments | 2% | |||||||||||||
Percentage of reduction of claim reimbursements | 2% | 1% | 2% | 2% | ||||||||||
Remaining unpaid advances | $ 3,500 | |||||||||||||
Pennsylvania DHS | ||||||||||||||
Covid 19 CARES Act [Line Items] | ||||||||||||||
Stimulus funds received CARES Act | 4,800 | |||||||||||||
Stimulus funds recognized as income CARES Act | 500 | |||||||||||||
Direct stimulus fund repaid CARES Act | $ 4,300 | |||||||||||||
Other Than Pennsylvania | ||||||||||||||
Covid 19 CARES Act [Line Items] | ||||||||||||||
Stimulus funds received CARES Act | $ 0 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jul. 02, 2022 | Jul. 03, 2021 | Jul. 02, 2022 | Jul. 03, 2021 | Jan. 01, 2022 | |
Related Party Transaction [Line Items] | |||||
Management fees and expenses | $ 0 | $ 0 | $ 0 | $ 900,000 | |
Amounts owed in connection with advisory services agreements | $ 0 | $ 0 | $ 0 | ||
2021 Extended Term Loan | |||||
Related Party Transaction [Line Items] | |||||
Shareholders ownership percentage | 6.40% | 6.40% |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 6 Months Ended |
Jul. 02, 2022 Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 3 |
Number of reportable segments | 3 |
Segment Information - Summary o
Segment Information - Summary of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2022 | Jul. 03, 2021 | Jul. 02, 2022 | Jul. 03, 2021 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 442,955 | $ 436,112 | $ 893,489 | $ 853,272 |
Cost of revenue, excluding depreciation and amortization | 297,912 | 289,523 | 603,620 | 575,000 |
Gross margin | $ 145,043 | $ 146,589 | $ 289,869 | $ 278,272 |
Gross margin percentage | 32.70% | 33.60% | 32.40% | 32.60% |
PDS | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 348,025 | $ 349,680 | $ 698,215 | $ 700,507 |
Cost of revenue, excluding depreciation and amortization | 246,636 | 243,898 | 498,510 | 492,895 |
Gross margin | $ 101,389 | $ 105,782 | $ 199,705 | $ 207,612 |
Gross margin percentage | 29.10% | 30.30% | 28.60% | 29.60% |
HHH | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 61,382 | $ 50,071 | $ 128,005 | $ 81,589 |
Cost of revenue, excluding depreciation and amortization | 31,797 | 25,765 | 65,965 | 43,094 |
Gross margin | $ 29,585 | $ 24,306 | $ 62,040 | $ 38,495 |
Gross margin percentage | 48.20% | 48.50% | 48.50% | 47.20% |
MS | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 33,548 | $ 36,361 | $ 67,269 | $ 71,176 |
Cost of revenue, excluding depreciation and amortization | 19,479 | 19,860 | 39,145 | 39,011 |
Gross margin | $ 14,069 | $ 16,501 | $ 28,124 | $ 32,165 |
Gross margin percentage | 41.90% | 45.40% | 41.80% | 45.20% |
Segment Information - Summary_2
Segment Information - Summary of Segment Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2022 | Jul. 03, 2021 | Jul. 02, 2022 | Jul. 03, 2021 | |
Segment Reconciliation: | ||||
Total segment gross margin | $ 145,043 | $ 146,589 | $ 289,869 | $ 278,272 |
Branch and regional administrative expenses | 88,998 | 77,720 | 177,741 | 147,092 |
Corporate expenses | 36,202 | 32,401 | 72,769 | 59,800 |
Goodwill impairment | 470,207 | 470,207 | ||
Depreciation and amortization | 6,038 | 5,170 | 11,857 | 10,018 |
Acquisition-related costs | (22) | 1,004 | 69 | 2,772 |
Other operating expense (income) | 1 | (169) | ||
Operating (loss) income | (456,381) | 30,294 | (442,605) | 58,590 |
Interest income | 143 | 61 | 205 | 138 |
Interest expense | (22,919) | (19,262) | (45,283) | (41,687) |
Loss on debt extinguishment | (8,918) | (8,918) | ||
Other income (expense) | 4,926 | (736) | 41,383 | (577) |
(Loss) Income before income taxes | $ (474,231) | $ 1,439 | $ (446,300) | $ 7,546 |
Net (Loss) Income Per Share - S
Net (Loss) Income Per Share - Summary of Computation of Basic and Diluted Net (Loss) Income Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2022 | Jul. 03, 2021 | Jul. 02, 2022 | Jul. 03, 2021 | |
Numerator: | ||||
Net (loss) income | $ (473,887) | $ 1,260 | $ (448,553) | $ 7,058 |
Denominator: | ||||
Weighted average shares of common stock outstanding, basic | 184,953 | 171,149 | 184,940 | 156,636 |
Net (loss) income per share, basic | $ (2.56) | $ 0.01 | $ (2.43) | $ 0.05 |
Weighted average shares of common stock outstanding, diluted | 184,953 | 177,683 | 184,940 | 161,975 |
Net (loss) income per share, diluted | $ (2.56) | $ 0.01 | $ (2.43) | $ 0.04 |
RSUs | ||||
Denominator: | ||||
Dilutive securities outstanding not included in the computation of diluted net (loss) income per share as their effect is antidilutive: | 4,472 | 4,472 | ||
PSUs | ||||
Denominator: | ||||
Dilutive securities outstanding not included in the computation of diluted net (loss) income per share as their effect is antidilutive: | 1,390 | 1,390 | ||
Stock Options | ||||
Denominator: | ||||
Dilutive securities outstanding not included in the computation of diluted net (loss) income per share as their effect is antidilutive: | 14,679 | 4,703 | 14,679 | 5,649 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ in Millions | Aug. 09, 2022 | Aug. 08, 2022 | Nov. 12, 2021 |
Securitization Facility | |||
Subsequent Event [Line Items] | |||
Maximum amount available under securitization facility | $ 150 | ||
Subsequent Event | Securitization Facility | |||
Subsequent Event [Line Items] | |||
Maximum amount available under securitization facility | $ 175 | ||
Subsequent Event | Delayed Draw Term Loan Facility | |||
Subsequent Event [Line Items] | |||
Amount borrowed | $ 60 | ||
Amount of remaining available borrowing | $ 140 |