Share-Based Compensation | 12. SHARE-BASED COMPENSATION Stock Incentive Plans On July 2, 2021, the Company's Board of Directors adopted the Company's 2021 Stock Incentive Plan (the “2021 Omnibus Incentive Plan”). The 2021 Omnibus Incentive Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Other Stock or Cash Based Awards and Dividend Equivalents to enhance the Company's ability to attract, retain, and motivate persons who make important contributions to the Company. During the fiscal year ended December 31, 2022, the Company granted Restricted Stock Units under the 2021 Omnibus Incentive Plan. On April 19, 2021, the Company’s Board of Directors adopted the Company’s Amended and Restated 2017 Stock Incentive Plan (the “Amended 2017 Plan”). The Amended 2017 Plan (i) provides for the issuance of shares of common stock, as opposed to the Class B common stock previously issuable under the plan, to align with the Company’s Amended and Restated Certificate of Incorporation and (ii) modified the vesting terms of the existing issued performance-vesting options to vest upon the achievement of volume weighted average price (“VWAP”) per share hurdles for any ninety consecutive days commencing on or after the nine-month anniversary of the IPO. On June 17, 2021, the Company established the VWAP per share hurdles for the performance-vesting options, which resulted in an accounting modification to outstanding awards under the Amended 2017 Plan on that date. The issuance of shares of common stock rather than Class B common stock resulted in an accounting modification on April 19, 2021 to the Company’s time-vesting options; however, the incremental fair value was not material. Amended 2017 Plan Outstanding awards granted under the Amended 2017 Plan included time-vesting options, performance-vesting options, and restricted stock awards. M ost awards granted to Participants consist of 50% time-vesting options and 50% performance-vesting options. Time-vesting options vest 20 % per year over a period of 5 years , and the only condition to vesting is the passage of time. The related compensation expense is recognized ratably over the required service period. Time-vesting options will fully vest upon the sale of the Company. The Company also awards accelerator-vesting options, which are subject to the time-based vesting schedule of 20 % per year over a period of 5 years and provide additional value to holders, should the Company meet specified return levels to its stockholders. Time-Vesting Options To determine the fair value of time-vesting options under the Amended 2017 Plan, the Company utilizes a Black-Scholes model. No time-vesting options were awarded during the fiscal years ended December 31, 2022 and January 1, 2022 under the Amended 2017 Plan. Performance-Vesting Options Completion of the Company’s IPO in April 2021 resulted in the Company’s performance-vesting options becoming eligible to potentially vest. Upon completion of the IPO, the Company recognized compensation expense of $ 3.2 million, representing the time elapsed from the respective grant dates of the outstanding awards to the completion of the IPO in proportion to the total requisite service period of the awards, multiplied by the respective original grant date fair values. The compensation expense recorded was included in corporate expenses and branch and regional administrative expenses in the accompanying consolidated statements of operations for the fiscal year ended January 1, 2022. The Company recorded compensation expense from the IPO date to the modification date of $ 0.4 million, which was also included in corporate expenses and branch and regional administrative expenses in the accompanying consolidated statements of operations for the fiscal year ended January 1, 2022. As a result of the June 17, 2021 modification, described above, the Company calculated the fair value of the outstanding performance-vesting options immediately bef ore and immediately after the modification using the Monte Carlo option-pricing model. The fair value inputs included in the modification calculation were expected term of 6.5 - 9.4 years based on grant date, expected volatility of 45.00 %, risk free rate of 1.45 %, cost of equity of 10.5 % and an assumed dividend yield of 0.00 %. The Company calculated incremental fair value of $ 8.8 million resulting from the modification, which, along with the unrecognized compensation expense of $ 4.4 million under the original terms, was recognized prospectively over the revised remaining requisite service period. The Company recorded compensation expense for the period from the modification date through January 1, 2022 of $ 6.5 million, and $ 4.5 million during the fiscal year ended December 31, 2022, which is included in corporate expenses and branch and regional administrative expenses in the accompanying consolidated statements of operations. There was no u nrecognized compensation expense as of December 31, 2022 associated with outstanding performance-vesting options. No accelerator-vesting options were granted during the fiscal years ended December 31, 2022 and January 1, 2022. Director Restricted Stock Units - Amended 2017 Plan In accordance with the Amended 2017 Plan, an aggregate of no more than 307,500 shares of common stock are reserved for settlement of deferred restricted stock units (“Pre-IPO Deferred RSUs”). Pre-IPO Deferred RSUs fully vest on the grant date and convert to common shares upon the earlier of (1) the sale of the Company or (2) termination of service. The value of the remaining unsettled awards was recognized in deferred restricted stock units as of December 31, 2022 and January 1, 2022 in the accompanying consolidated balance sheets. There were no awards granted during the fiscal years ended December 31, 2022 or January 1, 2022. The Pre-IPO Deferred RSUs contain a put right, which would require the Company, at the option of the Participant, to repurchase all the Pre-IPO Deferred RSUs in event of the Participant’s termination at fair market value. The existence of this put right prevents the Participant from bearing the risks and rewards of ownership during the six month period following the vesting date as the put right requires the Company to purchase all shares the Participant received at fair market value on the repurchase date. Based on the nature of the Pre-IPO Deferred RSUs, management determined the awards, upon grant, have characteristics of a liability and accounts for them as liabilities initially. After the Award has been outstanding for six months and a day, the Participant is subject to the risk and rewards of ownership, and the Award is reclassified to temporary equity, or when the Award has been settled, if earlier. As the put right is exercisable only when the Participant terminates his or her service, which is outside the control of the Company, the Company has classified the awards outstanding subsequent to the initial six-month period as temporary equity. The Pre-IPO Deferred RSUs are recorded at fair value upon issuance and are remeasured at fair value at each reporting date while classified as a liability and immediately prior to being reclassified as temporary equity. As the Pre-IPO Deferred RSUs are contingently redeemable, the Company does not subsequently adjust the redemption value once classified as temporary equity as it is not deemed probable that the Participant will terminate his or her service. As of both December 31, 2022 and January 1, 2022, the Company had recorded $ 2.1 million in temporary equity related to all outstanding awards in the accompanying consolidated balance sheets. As of both December 31, 2022 and January 1, 2022, there were 194,750 Pre-IPO Deferred RSUs outstanding, all of which were fully vested. No Pre-IPO Deferred RSUs vested during the fiscal years ended December 31, 2022 or January 1, 2022. There was no compensation expense related to the Pre-IPO Deferred RSUs for the fiscal years ended December 31, 2022 and January 1, 2022. 2021 Omnibus Incentive Plan Outstanding awards under the 2021 Omnibus Incentive Plan as of December 31, 2022 include restricted stock units which were granted to certain members of the Board of Directors and certain members of management of the Company. These restricted stock units vest over time and upon vesting convert into shares of common stock on a one-for-one basis. Director Restricted Stock Units On June 30, 2021, the Company awarded Directors an aggregate of 52,545 restricted stock units (“Director RSUs”) under the 2021 Omnibus Incentive Plan. The Director RSUs awarded on June 30, 2021 vested over a one-year period. The weighted average grant date per share fair value of Director RSUs granted during the fiscal year ended January 1, 2022 was $ 12.37 . On August 15, 2022, the Company awarded an aggregate of 308,055 Director RSUs which vest over a one-year period. The weighted average grant date per share fair value of Director RSUs was $ 2.11 . The Company recorded $ 0.6 million and $ 0.3 million of compensation expense during the fiscal years ended December 31, 2022 and January 1, 2022, respectively. This expense is included in corporate expenses in the accompanying consolidated statements of operations. Unrecognized compensation expense associated with the Director RSUs as of December 31, 2022 was $ 0.4 million. Management Restricted Stock Units On December 29, 2021, the Company awarded certain members of Management an aggregate of 2,400,000 restricted stock units (“Management RSUs”) under the 2021 Omnibus Incentive Plan. The Management RSUs awarded on December 29, 2021 vest over a four-year period. The weighted average grant date per share fair value of Management RSUs granted during the fiscal year ended January 1, 2022 was $ 7.00 . There were no such awards granted during the fiscal year ended December 31, 2022. The Company recorded $ 34.5 thousand of compensation expense during the fiscal year ended January 1, 2022 and $ 3.9 million of compensation expense during the fiscal year ended December 31, 2022, which is included in corporate expenses in the accompanying consolidated statements of operations. Unrecognized compensation expense associated with the Management RSUs as of December 31, 2022 and January 1, 2022 was $ 11.6 million and $ 16.8 million, respectively. 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 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. In the first fiscal quarter of 2022, the Company granted 2,124,212 RSUs with a grant date per share fair value of $ 4.93 . The Company recorded compensation expense, net of forfeitures, of $ 2.3 million during the fiscal year ended December 31, 2022, which is included in corporate expenses and branch and regional administrative expenses in the accompanying consolidated statements of operations. There was no such expense during the fiscal year ended January 1, 2022. Unrecognized compensation expense as of December 31, 2022 was $ 5.1 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. In the first fiscal quarter of 2022, 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, net of forfeitures, of $ 1.1 million during the fiscal year ended December 31, 2022, which is included in corporate expenses and branch and regional administrative expenses in the accompanying consolidated statements of operations. There was no such expense during the fiscal year ended January 1, 2022. Unrecognized compensation expense as of December 31, 2022 associated with the remaining PSUs was $ 2.6 million. The following table summarizes the Company’s option and restricted stock units activity for the year ended December 31, 2022: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Total Intrinsic Value (in thousands) Outstanding at January 2, 2021 15,573,898 6.62 7.3 130,546 Granted 2,452,545 - - - Exercised ( 198,764 ) 4.88 - 332 Forfeited ( 105,048 ) 8.43 - - Outstanding at January 1, 2022 17,722,631 5.71 6.8 29,657 Granted 3,941,930 - - - Exercised ( 321,053 ) - - 328 Forfeited ( 1,494,515 ) 4.78 - - Outstanding at December 31, 2022 19,848,993 4.74 4.5 4,270 Exercisable at December 31, 2022 7,741,136 6.59 5.0 - Vested and expected to vest at December 31, 2022 19,154,076 4.91 4.5 Total compensation expense for all awards under the Amended 2017 Plan and 2021 Omnibus Incentive Plan was $ 13.6 million and $ 13.6 million for the fiscal years ended December 31, 2022 and January 1, 2022, respectively. Total unrecognized compensation expense for all awards under the Amended 2017 Plan and 2021 Omnibus Incentive Plan was $ 22.6 million and $ 28.6 million as of December 31, 2022 and January 1, 2022, respectively. The w eighted-average period over which this expense is expected to be recognized is 1.4 years. The total fair value of options vested during the fiscal years ended December 31, 2022 and January 1, 2022 was $ 4.5 million and $ 2.8 million, respectively. Employee Stock Purchase Plan On April 28, 2021, the Company’s Board of Directors adopted the Aveanna Healthcare Holdings Inc. 2021 Employee Stock Purchase Plan (the “ESPP”). Initially, a maximum of 5,404,926 shares of the Company’s common stock are authorized for issuance under the ESPP. Under the ESPP, shares of common stock may be purchased by eligible participants during defined purchase periods at 85 % of the lesser of the closing price of the Company’s common stock on the first day or last day of each purchase period. The first purchase period for the ESPP began on August 1, 2021 and ended on December 31, 2021. The Company used a Black-Scholes option pricing model to value the common stock purchased as part of the Company's ESPP. The fair value estimated by the option pricing model is affected by the price of the common stock as well as subjective variables that include assumed interest rates, the expected dividend yield, and the expected share volatility over the term of the award. Fair value inputs for the purchase period in 2021 included assumed risk free interest rate of 0.05 %, expected volatility of 32 %, and expected dividend yield of 0.00 %. Fair value inputs for the purchase periods in 2022 included assumed risk free interest rate of 0.19 % to 2.51 %, expected volatility of 48 % to 49 %, and expected dividend yield of 0.00 %. The Company recorded compensation expense of $ 2.3 million and $ 0.9 million associated during the fiscal years ended December 31, 2022 and January 1, 2022, respectively, which is included in corporate expenses, branch and regional administrative expenses and cost of revenue, excluding depreciation and amortization in the accompanying consolidated statements of operations. Participants purchased a total of 3,805,844 shares of common stock at a weighted average price of $ 1.05 per share during the fiscal year ended December 31, 2022. Participants purchased a total of 369,320 shares of common stock at a price of $ 6.29 per share during the fiscal year ended January 1, 2022. |