UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~July 2,~~April 1, ~~2022~~2023


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission File Number: 001-40362

Aveanna Healthcare Holdings Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

81-4717209

( State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

400 Interstate North Parkway SE, Atlanta, GA 30339

(Address of principal executive offices, including zip code)

(770) 441-1580

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	AVAH	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~August 1, 2022,~~May 5, 2023, the registrant had ~~185,918,240~~185,859,165 shares of common stock, $0.01 par value per share, outstanding.

Table of Contents



		Page

	Cautionary Note Regarding Forward-Looking Statements	1

	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets as of ~~July 2, 2022~~April 1, 2023 (Unaudited) and ~~January 1,~~December 31, 2022	2
	Consolidated Statements of Operations for the ~~Three and Six-Month~~Three-Month Periods Ended ~~July~~April 1, 2023 and April 2, 2022 ~~and July 3, 2021~~ (Unaudited)	3
	Consolidated Statements of Stockholders’ (Deficit) Equity for the ~~Three and Six-Month~~Three-Month Periods Ended ~~July~~April 1, 2023 and April 2, 2022 ~~and July 3, 2021~~ (Unaudited)	4
	Consolidated Statements of Cash Flows for the ~~Six-Month~~Three-Month Periods Ended ~~July~~April 1, 2023 and April 2, 2022 ~~and July 3, 2021~~ (Unaudited)	5
	Notes to Consolidated Financial Statements (Unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1917
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4231
Item 4.	Controls and Procedures	4331

	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	4533
Item 1A.	Risk Factors	4533
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4533
Item 3.	Defaults Upon Senior Securities	4533
Item 4.	Mine Safety Disclosures	4533
Item 5.	Other Information	4533
Item 6.	Exhibits	4533
	SIGNATURES
	Signatures	4734

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this ~~report,~~Quarterly Report on Form 10-Q, including statements regarding our future results of operations and financial condition, business strategy, and plans and objectives of management for future operations, are forward-looking statements. In some cases, forward-looking statements may be identified by words such as “anticipate,” “believe,” “continue,” “could,” “design,” “estimate,” “expect,” “intend,” “may,”�� “plan,” “potentially,” “predict,” “project,” “should,” “will,” “would,” or the negative of these terms or other similar expressions.

These statements are based on certain assumptions that we have made considering our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate in these circumstances. As you read and consider this Quarterly Report on Form 10-Q, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties and assumptions. Many factors could affect our actual results and could cause actual results to differ materially from those expressed in the forward-looking statements. Forward-looking statements contained in this Quarterly Report on Form 10-Q are subject to risks that may cause actual results to differ materially from those expressed or implied in the forward-looking statements, including, but not limited to, the following risks:

▪

intense competition among home health, hospice and durable medical equipment companies;

▪

our ability to maintain relationships with existing patient referral sources;

▪

the possibility that our business, financial condition and results of operations may be materially adversely affected by a resurgence of the COVID-19 pandemic or variants of the virus;

▪

our ability to have services funded from third-party payers, including Medicare, Medicaid and private health insurance companies;

▪

changes to Medicare or Medicaid rates or methods governing Medicare or Medicaid payments, and the implementation of alternative payment ~~models;~~models, including but not limited to Medicare Advantage, Managed Care Organization, managed Medicaid, and other forms of managed care;

▪

any downward pressure on reimbursement resulting from further proliferation of Medicare Advantage plans;

▪

our limited ability to control reimbursement rates received for our services;

▪

delays in collection or non-collection of our patient accounts receivable, ~~or recoupment of payments previously received,~~ particularly during the business integration process, or ~~in connection~~when transitioning between systems associated with ~~complying with the electronic visit verification ("EVV")~~clinical data collection and submission, ~~requirements, could adversely affect our business, financial position, results of operations~~as well as billing and ~~liquidity;~~collection systems;

▪

healthcare reform and other regulations;

▪

changes in the case-mix of our patients, as well as payer mix and payment methodologies;

▪

any ~~loss of existing favorable managed~~reduction in net reimbursement if we do not effectively implement value-based care ~~contracts;~~programs;

▪

our ability to attract and retain experienced employees and management ~~personnel;~~personnel, and including both shortages in workforce and inflationary wage pressures;

▪

any failure to maintain the security and functionality of our information systems or to defend against or otherwise prevent a cybersecurity attack or breach;

▪

our substantial indebtedness, which increases our vulnerability to general adverse economic and industry conditions and may limit our ability to pursue strategic alternatives and react to changes in our business and industry;

▪

our ability to identify, acquire, successfully integrate and obtain financing for strategic and accretive acquisitions;

▪

risks related to legal proceedings, claims and governmental inquiries given that the nature of our business exposes us to various liability claims, which may exceed the level of our insurance coverage; and

▪

the other risks described under Part II, Item 1A, “Risk Factors” in this Quarterly Report on Form 10-Q and under the heading “Risk Factors” contained in our Annual Report on Form 10-K filed on March ~~28, 2022.~~16, 2023.

Additionally, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time and it is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Considering these risks, uncertainties and assumptions, the forward-looking statements contained in this Quarterly Report on Form 10-Q might not prove to be accurate and you should not place undue reliance upon them or otherwise rely upon them as predictions of future events. All forward-looking statements made by us in this Quarterly Report on Form 10-Q are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. We intend that all forward-looking statements be subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.

~~PART I. FINANCIAL INFORMATION~~

~~ITEM 1. CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS~~


AVEANNA HEALTHCARE HOLDINGS INC. AND SUBSIDIARIES	AVEANNA HEALTHCARE HOLDINGS INC. AND SUBSIDIARIES						AVEANNA HEALTHCARE HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS	CONSOLIDATED BALANCE SHEETS						CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share and per share data)	(Amounts in thousands, except share and per share data)						(Amounts in thousands, except share and per share data)
	As of						As of
	July 2, 2022			January 1, 2022			April 1, 2023			December 31, 2022
	(Unaudited)						(Unaudited)
ASSETS	ASSETS						ASSETS
Current assets:
Cash and cash equivalents	$	17,463		$	30,490		$	34,433		$	19,217
Patient accounts receivable		246,026			218,917			241,832			221,237
Receivables under insured programs		6,605			6,373			4,802			4,395
Prepaid expenses		19,634			14,233			16,589			15,089
Other current assets		3,389			9,202			10,840			9,813
Total current assets		293,117			279,215			308,496			269,751
Property and equipment, net		27,490			31,374			21,451			22,752
Operating lease right of use assets		49,899			51,992			51,679			54,601
Goodwill		1,367,143			1,835,580			1,159,688			1,159,688
Intangible assets, net		100,355			102,851			97,531			95,863
Receivables under insured programs		23,378			25,530			24,491			22,865
Other long-term assets		47,600			7,829			67,559			86,240
Total assets	$	1,908,982		$	2,334,371		$	1,730,895		$	1,711,760

LIABILITIES, DEFERRED RESTRICTED STOCK UNITS, AND STOCKHOLDERS’ EQUITY

LIABILITIES, DEFERRED RESTRICTED STOCK UNITS, AND STOCKHOLDERS’ DEFICIT							LIABILITIES, DEFERRED RESTRICTED STOCK UNITS, AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and other accrued liabilities	$	53,370		$	52,624		$	42,581		$	44,624
Accrued payroll and employee benefits		45,224			54,565			62,152			43,836
Current portion of insurance reserves - insured programs		6,605			6,373			4,802			4,395
Current portion of insurance reserves		16,984			13,466			28,275			27,531
Securitization obligations		150,000			120,000			155,000			140,000
Current portion of long-term obligations		8,600			8,600			9,200			9,200
Current portion of operating lease liabilities		10,858			13,534			16,110			13,070
Current portion of deferred payroll taxes		25,523			25,523
Other current liabilities		44,001			50,146			57,626			43,841
Total current liabilities		361,165			344,831			375,746			326,497
Revolving credit facility		15,000			-			-			-
Long-term obligations, less current portion		1,224,383			1,226,517			1,279,864			1,281,082
Long-term insurance reserves - insured programs		23,378			25,530			24,491			22,865
Long-term insurance reserves		36,408			35,122			36,686			35,470
Operating lease liabilities, less current portion		42,393			44,682			43,087			45,818
Deferred income taxes		2,957			3,046			4,438			3,844
Other long-term liabilities		1,026			16,692			314			359
Total liabilities		1,706,710			1,696,420			1,764,626			1,715,935
Commitments and contingencies (Note 11)
Commitments and contingencies (Note 10)
Deferred restricted stock units		2,135			2,135			2,135			2,135
Stockholders’ equity:
Preferred stock, $0.01 par value as of July 2, 2022 and 0 par value as of January 2, 2021,
5,000,000 shares authorized; NaN issued or outstanding		-			-
Stockholders’ deficit:
Preferred stock, $0.01 par value as of April 1, 2023 and December 31, 2022
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
188,859,165 and 188,859,165 issued and outstanding, respectively								1,888			1,888
Additional paid-in capital		1,221,507			1,208,645			1,230,954			1,228,512
Accumulated deficit		(1,023,229	)		(574,676	)		(1,268,708	)		(1,236,710	)
Total stockholders’ equity		200,137			635,816
Total liabilities, deferred restricted stock units, and stockholders’ equity	$	1,908,982		$	2,334,371
Total stockholders’ deficit								(35,866	)		(6,310	)
Total liabilities, deferred restricted stock units, and stockholders’ deficit							$	1,730,895		$	1,711,760

The accompanying notes are an integral part of these unaudited consolidated financial statements.


AVEANNA HEALTHCARE HOLDINGS INC. AND SUBSIDIARIES	AVEANNA HEALTHCARE HOLDINGS INC. AND SUBSIDIARIES												AVEANNA HEALTHCARE HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS	CONSOLIDATED STATEMENTS OF OPERATIONS												CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except per share data)	(Amounts in thousands, except per share data)												(Amounts in thousands, except per share data)
(Unaudited)	(Unaudited)												(Unaudited)


	For the three-month periods ended						For the six-month periods ended						For the three-month periods ended
	July 2, 2022			July 3, 2021			July 2, 2022			July 3, 2021			April 1, 2023			April 2, 2022
Revenue	$	442,955		$	436,112		$	893,489		$	853,272		$	466,413		$	450,534
Cost of revenue, excluding depreciation and amortization		297,912			289,523			603,620			575,000			321,948			305,708
Branch and regional administrative expenses		88,998			77,720			177,741			147,092			91,708			88,743
Corporate expenses		36,202			32,401			72,769			59,800			30,935			36,567
Goodwill impairment		470,207			-			470,207			-
Depreciation and amortization		6,038			5,170			11,857			10,018			4,041			5,819
Acquisition-related costs		(22	)		1,004			69			2,772			70			91
Other operating expense (income)		1			-			(169	)		-			72			(170	)
Operating (loss) income		(456,381	)		30,294			(442,605	)		58,590
Operating income														17,639			13,776
Interest income		143			61			205			138			75			62
Interest expense		(22,919	)		(19,262	)		(45,283	)		(41,687	)		(35,958	)		(22,364	)
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	)
Other (expense) income														(12,188	)		36,457
(Loss) income before income taxes														(30,432	)		27,931
Income tax expense														(1,566	)		(2,597	)
Net (loss) income	$	(473,887	)	$	1,260		$	(448,553	)	$	7,058		$	(31,998	)	$	25,334
Net (loss) income per share:
Net (loss) income per share, basic	$	(2.56	)	$	0.01		$	(2.43	)	$	0.05		$	(0.17	)	$	0.14
Weighted average shares of common stock outstanding, basic		184,953			171,149			184,940			156,636			189,054			184,927
Net (loss) income per share, diluted	$	(2.56	)	$	0.01		$	(2.43	)	$	0.04		$	(0.17	)	$	0.14
Weighted average shares of common stock outstanding, diluted		184,953			177,683			184,940			161,975			189,054			185,427

The accompanying notes are an integral part of these unaudited consolidated financial statements.


AVEANNA HEALTHCARE HOLDINGS INC. AND SUBSIDIARIES	AVEANNA HEALTHCARE HOLDINGS INC. AND SUBSIDIARIES												AVEANNA HEALTHCARE HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY													CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY
(Amounts in thousands, except share data)	(Amounts in thousands, except share data)												(Amounts in thousands, except share data)
(Unaudited)	(Unaudited)												(Unaudited)

	For the three-month period ended July 2, 2022												For the three-month period ended April 1, 2023
	Common Stock				Additional Paid-in		Accumulated			Total Stockholders’			Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Capital		Deficit			Equity			Shares		Amount		Capital		Deficit			Deficit
Balance, April 2, 2022		184,732,268	$	1,847	$	1,213,460	$	(549,342	)	$	665,965
Employee stock purchase plan		1,185,972		12		2,266		-			2,278
Balance, December 31, 2022														188,859,165	$	1,888	$	1,228,512	$	(1,236,710	)	$	(6,310	)
Non-cash share-based compensation		-		-		5,781		-			5,781			-		-		2,442		-			2,442
Net loss		-		-		-		(473,887	)		(473,887	)		-		-		-		(31,998	)		(31,998	)
Balance, July 2, 2022		185,918,240	$	1,859	$	1,221,507	$	(1,023,229	)	$	200,137


	For the three-month period ended July 3, 2021
	Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Capital		Deficit			Equity
Balance, April 3, 2021		141,928,184	$	1,419	$	721,959	$	(451,834	)	$	271,544
Issuance of common stock, net of underwriters’ discounts and commissions		42,236,000		422	$	469,686		-			470,108
Non-cash share-based compensation		-		-		5,168		-			5,168
Net income		-		-		-		1,260			1,260
Balance, July 3, 2021		184,164,184	$	1,841	$	1,196,813	$	(450,574	)	$	748,080
Balance, April 1, 2023														188,859,165	$	1,888	$	1,230,954	$	(1,268,708	)	$	(35,866	)


	For the six-month period ended July 2, 2022												For the three-month period ended April 2, 2022
	Common Stock				Additional Paid-in		Accumulated			Total Stockholders’			Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Capital		Deficit			Equity			Shares		Amount		Capital		Deficit			Equity
Balance, January 1, 2022		184,732,268		1,847		1,208,645		(574,676	)	$	635,816			184,732,268	$	1,847	$	1,208,645	$	(574,676	)	$	635,816
Employee stock purchase plan		1,185,972		12		2,266		-			2,278
Non-cash share-based compensation		-		-		10,596		-			10,596
Net loss		-		-		-		(448,553	)		(448,553	)
Balance, July 2, 2022		185,918,240	$	1,859	$	1,221,507	$	(1,023,229	)	$	200,137


	For the six-month period July 3, 2021
	Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Capital		Deficit			Equity
Balance, January 2, 2021		141,928,184	$	1,419	$	721,247	$	(457,632	)	$	265,034
Issuance of common stock, net of underwriters’ discounts and commissions		42,236,000		422		469,686		-			470,108
Non-cash share-based compensation		-		-		5,880		-			5,880			-		-		4,815		-			4,815
Net income		-		-		-		7,058			7,058			-		-		-		25,334			25,334
Balance, July 3, 2021		184,164,184	$	1,841	$	1,196,813	$	(450,574	)	$	748,080
Balance, April 2, 2022														184,732,268	$	1,847	$	1,213,460	$	(549,342	)	$	665,965

The accompanying notes are an integral part of these unaudited consolidated financial statements.


AVEANNA HEALTHCARE HOLDINGS INC. AND SUBSIDIARIES	AVEANNA HEALTHCARE HOLDINGS INC. AND SUBSIDIARIES						AVEANNA HEALTHCARE HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS	CONSOLIDATED STATEMENTS OF CASH FLOWS						CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)	(Amounts in thousands)						(Amounts in thousands)
(Unaudited)	(Unaudited)						(Unaudited)
	For the six-month periods ended						For the three-month periods ended
	July 2, 2022			July 3, 2021			April 1, 2023			April 2, 2022
Cash Flows From Operating Activities:
Net (loss) income	$	(448,553	)	$	7,058		$	(31,998	)	$	25,334
Adjustments to reconcile net (loss) income to net cash from operating activities:
Depreciation and amortization		11,857			10,018			4,041			5,819
Amortization of deferred debt issuance costs		3,526			5,838			1,421			1,740
Amortization and impairment of operating lease right of use assets		8,402			9,253			4,236			4,193
Non-cash share-based compensation		10,596			5,880			2,442			4,815
Goodwill impairment		470,207			-
(Gain) loss on disposal of licenses, property and equipment		(123	)		94
Loss (gain) on disposal or impairment of licenses, property and equipment, and software								68			(282	)
Fair value adjustments on interest rate derivatives		(44,789	)		(4,853	)		18,537			(38,256	)
Gain on sale of businesses		(170	)		-
Loss on debt extinguishment		-			8,918
Deferred income taxes		(89	)		866			594			1,414
Changes in operating assets and liabilities, net of impact of acquisitions:
Patient accounts receivable		(27,701	)		(17,190	)		(20,595	)		(22,552	)
Prepaid expenses		(61	)		(111	)		(1,500	)		(1,253	)
Other current and long-term assets		5,854			(99	)		(4,441	)		3,554
Accounts payable and other accrued liabilities		1,232			(20,954	)		(1,763	)		5,199
Accrued payroll and employee benefits		(9,341	)		(5,678	)		18,316			(1,546	)
Insurance reserves		4,804			5,025			1,960			3,836
Operating lease liabilities		(11,348	)		(9,945	)		(1,005	)		(4,370	)
Other current and long-term liabilities		(3,660	)		(7,741	)		17,182			2,879
Net cash used in operating activities		(29,357	)		(13,621	)
Net cash provided by (used in) operating activities								7,495			(9,476	)
Cash Flows From Investing Activities:
Acquisitions of businesses, net of cash acquired		(1,206	)		(102,505	)		-			(1,394	)
Proceeds from sale of businesses		460			-			-			460
Payment for interest rate cap		(11,725	)		-			-			(11,725	)
Purchases of property and equipment		(5,985	)		(6,078	)
Purchase of certificates of need								(2,678	)		-
Purchases of property and equipment, and software								(2,122	)		(3,984	)
Net cash used in investing activities		(18,456	)		(108,583	)		(4,800	)		(16,643	)
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			-			35,000			30,000
Repayment of securitization obligation		(10,000	)		-			(20,000	)		(10,000	)
Proceeds from revolving credit facility		15,000			-			20,000			-
Proceeds from issuance of term loans, net of debt issuance costs		-			65,261
Repayments on revolving credit facility								(20,000	)		-
Principal payments on term loans		(4,300	)		(411,492	)		(2,300	)		(2,150	)
Principal payments on notes payable		(4,070	)		(3,067	)		(3,192	)		(2,551	)
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	)		-
Principal payments on financing lease obligations								(206	)		(181	)
Settlements with interest rate swap counterparties								3,219			(2,050	)
Net cash provided by financing activities		34,786			91,408			12,521			13,068
Net decrease in cash and cash equivalents		(13,027	)		(30,796	)
Net change in cash and cash equivalents								15,216			(13,051	)
Cash and cash equivalents at beginning of period		30,490			137,345			19,217			30,490
Cash and cash equivalents at end of period	$	17,463		$	106,549		$	34,433		$	17,439


Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	$	42,763	$	36,861	$	24,196		$	16,136
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	$	(386	)	$	(161	)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

AVEANNA HEALTHCARE HOLDINGS INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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.

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~~April 1, 2023 and the results of operations for the ~~three and six-month~~three-month periods ended ~~July~~April 1, 2023 and April 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,~~December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC on March ~~28, 2022.~~16, 2023.

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~~April 1, 2023 and ~~January 1,~~December 31, 2022. For the three-month periods ended ~~July~~April 1, 2023 and April 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'(deficit) equity and cash flows reflect the accounts of the Company from January 1, 2023 through April 1, 2023 and January 2, 2022 through ~~July~~April 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.~~2024. An

~~AVEANNA HEALTHCARE HOLDINGS INC. AND SUBSIDIARIES~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

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.~~

In6

AVEANNA HEALTHCARE HOLDINGS INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Additionally, 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.~~these standards.

3. REVENUE

The Company ~~evaluated~~evaluates the nature, amount, timing and uncertainty of revenue and cash flows using the five-step ~~process.~~ 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~~non-clinical 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~~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~~Implicit price concessions are based on historical collection experience. As of ~~July 2, 2022~~April 1, 2023 and ~~January 1,~~December 31, 2022, estimated explicit and implicit price concessions of $~~58.2~~50.3 million and $~~55.8~~52.6 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~~Most contracts contain variable ~~consideration. However,~~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

~~AVEANNA HEALTHCARE HOLDINGS INC. AND SUBSIDIARIES~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

consolidated statements of operations. The Company did 0not record any bad debt expense for the ~~three and six-month~~three-month periods ended ~~July~~April 1, 2023 and April 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,

AVEANNA HEALTHCARE HOLDINGS INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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~~three-month periods ended ~~July~~April 1, 2023 and April 2, 2022, ~~and July 3, 2021,~~ respectively.

The following table presents revenue by payer type as a percentage of total revenue for the ~~three and six-month~~three-month periods ended ~~July~~April 1, 2023 and April 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			For the three-month periods ended
	Percentage			Percentage			Percentage			Percentage			April 1, 2023			April 2, 2022
Medicaid MCO		54.3	%		52.6	%		51.9	%		54.2	%		54.6	%		49.5	%
Medicaid		21.7	%		23.8	%		21.9	%		24.3	%		22.5	%		22.0	%
Commercial		9.8	%		12.3	%		9.9	%		11.8	%		10.2	%		10.1	%
Medicare		14.1	%		11.0	%		16.2	%		9.4	%		12.6	%		18.3	%
Self-pay		0.1	%		0.3	%		0.1	%		0.3	%		0.1	%		0.1	%
Total revenue		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%

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~~ 5 ~~of its~~ 6 ~~reporting units across its~~ 3 ~~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

~~AVEANNA HEALTHCARE HOLDINGS INC. AND SUBSIDIARIES~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

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.

5. LONG-TERM OBLIGATIONS

Long-term obligations consisted of the following as of ~~July 2, 2022~~April 1, 2023 and ~~January 1,~~December 31, 2022, respectively (dollar amounts in thousands):

Instrument
Stated
Maturity
Date
Contractual Interest Rate
Interest Rate
as of July 2, 2022
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


Instrument	Stated Maturity Date	Contractual Interest Rate	Interest Rate as of April 1, 2023	April 1, 2023			December 31, 2022
2021 Extended Term Loan (1)	07/2028	L + 3.75%	8.70%	$	906,650		$	908,950
Second Lien Term Loan (1)	12/2029	L + 7.00%	11.95%		415,000			415,000
Revolving Credit Facility (1)	04/2026	L + 3.75%	8.70%		-			-
Total principal amount of long-term obligations					1,321,650			1,323,950
Less: unamortized debt issuance costs					(32,586	)		(33,668	)
Total amount of long-term obligations, net of unamortized debt issuance costs					1,289,064			1,290,282
Less: current portion of long-term obligations					(9,200	)		(9,200	)
Total amount of long-term obligations, net of unamortized debt issuance costs, less current portion				$	1,279,864		$	1,281,082
(1) L = Greater of 0.50% or one-month LIBOR

The 2021 Extended Term Loan and 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. As of April 1, 2023, the principal amount of the 2021 Extended Term Loan and borrowings under the Revolving Credit Facility accrued interest at a rate of 8.70%. On March 23, 2023, the Company amended the agreement governing the Revolving Credit Facility to increase the sublimit for letters of credit to $40.0 million from $30.0 million. The other terms of the Revolving Credit Facility remained unchanged.

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%. As of April 1, 2023, the principal amount of the Second Lien Term Loan accrued interest at a rate of 11.95%.

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~~April 1, 2023 and ~~January 1,~~December 31, 2022 was $~~35.6~~32.6 million and $~~37.7~~33.3 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~~ 0 ~~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, 2022.8

~~The Company was in compliance with all financial covenants and restrictions under the foregoing instruments at July 2, 2022.~~

~~6. SECURITIZATION FACILITY~~

AVEANNA HEALTHCARE HOLDINGS INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

for debt issuance costs related to the Revolving Credit Facility as of April 1, 2023 and December 31, 2022 was $0.0 million and $0.2 million, respectively. The Company recognized interest expense related to the amortization of debt issuance costs of $1.4 million and $1.7 million during the three-month periods ended April 1, 2023 and April 2, 2022, respectively.

Issued letters of credit as of April 1, 2023 and December 31, 2022 were $38.0 million and $19.7 million, respectively. There were no swingline loans outstanding as of April 1, 2023 or December 31, 2022. Borrowing capacity under the Company's Revolving Credit Facility was approximately $162.0 million as of April 1, 2023 and $180.3 million as of December 31, 2022. Available borrowing capacity under the Revolving Credit Facility is subject to a maintenance leverage covenant that becomes effective if more than 30% of the total commitment is utilized.

The fair value of the Company's long-term obligations was estimated using market-observable inputs from the Company’s comparable peers with public debt, including quoted prices in active markets, which are considered Level 2 inputs. The aggregate fair value of the Company's long-term obligations was $1,023.8 million at April 1, 2023.

The Company was in compliance with all financial covenants and restrictions under the foregoing instruments at April 1, 2023.

5. 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~~(as amended, 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~~175.0 million, subject to certain borrowing base requirements. The Company incurred debt issuance costs of $~~1.3~~1.4 million in connection with the Securitization Facility, which were capitalized and included in other long-term assets. The Company recognized interest expense related to the amortization of debt issuance costs of $0.1 million and $0.1 million for the three-month periods ended April 1, 2023 and April 2, 2022, respectively.

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~~155.0 million and $~~120.0~~140.0 million at ~~July 2, 2022~~April 1, 2023 and ~~January 1,~~December 31, 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 was ~~3.62% and~~ ~~2.08~~7.16% at ~~July 2, 2022 and January~~April 1, ~~2022, respectively.~~2023.

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.~~

7.6. 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~~were 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

AVEANNA HEALTHCARE HOLDINGS INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


	Fair Value Measurements at April 1, 2023
	Level 1		Level 2		Level 3		Total
Assets:
Interest rate cap agreements	$	-	$	36,423	$	-	$	36,423
Interest rate swap agreements		-		26,790		-		26,790
Total derivative assets	$	-	$	63,213	$	-	$	63,213

	Fair Value Measurements at December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Interest rate cap agreements	$	-	$	47,459	$	-	$	47,459
Interest rate swap agreements		-		34,291		-		34,291
Total derivative assets	$	-	$	81,750	$	-	$	81,750

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 87 – Derivative Financial Instruments for further details on the Company’s interest rate swap and cap agreements.

~~AVEANNA HEALTHCARE HOLDINGS INC. AND SUBSIDIARIES~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

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.

8.7. 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~~The Company ~~entered into~~currently has 2two interest rate swap agreements intended 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~~These swaps expire on June 30, 2026 ~~and reduce~~. Under the ~~fixed rate paid under the swaps. As amended,~~swaps, 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~~April 1, 2023 and ~~January 1,~~December 31, 2022, respectively. The fair value of the interest rate swaps was $26.8 million at ~~July 2,~~April 1, 2023 and $34.3 million at December 31, 2022 and ~~January 1, 2022 was a $15.8~~ ~~million asset~~is 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.~~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 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.~~swaps.

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~~36.4 million at April 1, 2023 and $47.5 million at December 31, 2022 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~~interest rate cap 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~~statement of cash flows. Proceeds from settlements with cap counterparties are included within cash flows from operating activities in the consolidated statement of cash flows. The premium payments on the interest rate caps were recognized through cash flows from investing activities.

The following losses and 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~~three-month periods ended ~~July~~April 1, 2023 and April 2, 2022, ~~and July 3, 2021,~~ respectively (amounts in thousands):


	Statement of Operations	For the three-month periods ended
	Classification	April 1, 2023			April 2, 2022
Interest rate cap agreements	Other (expense) income	$	(11,036	)	$	12,545
Interest rate swap agreements	Other (expense) income	$	(7,501	)	$	25,711

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.~~

AVEANNA HEALTHCARE HOLDINGS INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The Company does not utilize financial instruments for trading or other speculative purposes.

9.8. 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~~1.6 million and $~~0.5~~2.6 million for the ~~three and six-month~~three-month periods ended ~~July 3, 2021,~~April 1, 2023, and April 2, 2022, respectively. The Company’s effective tax rate was -~~0.1~~4.9% and ~~negative~~ ~~0.5~~8.7% for the ~~three and six-month~~three-month periods ended ~~July~~April 1, 2023 and April 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~~three-month periods ended ~~July~~April 1, 2023 and April 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~~three-month period ended ~~July 2, 2022,~~April 1, 2023, 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.

~~10.~~9. SHARE-BASED COMPENSATION

Time-Vesting Options

The Company recorded compensation expense, net of forfeitures, of $0.2 million and $~~0.7~~0.4 million for the ~~three and six-month~~three-month periods ended ~~July~~April 1, 2023 and April 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~~April 1, 2023 associated with outstanding performance-vesting options was $~~2.7~~2.2 million.

Performance-Vesting Options

The Company recorded compensation expense, net of ~~forfeiture, for the three and six-month periods ended July 2, 2022~~forfeitures, of $($~~2.7~~0.4) million and $~~4.6~~ ~~million, respectively, and $4.2~~1.9 million for ~~both~~ the ~~three and six-month~~three-month periods ended ~~July 3, 2021,~~April 1, 2023 and April 2, 2022, respectively, which is included in corporate and branch and regional administrative expenses in the accompanying ~~interim unaudited~~consolidated statements of operations. There is no remaining unrecognized compensation expense associated with performance-vesting options.

Director Restricted Stock Units

During the three-month period ended April 1, 2023, the Compensation Committee of the Company's Board of Directors approved grants of 634,923 restricted stock units, with a grant date per share fair value of $1.26, to certain independent Directors ("Director RSUs"). Director RSUs vest over a one year period. In connection with such Director RSUs, together with the Director RSUs granted in the prior year, the Company recorded total compensation expense of $0.3 million and $0.2 million for the three-month periods ended April 1, 2023 and April 2, 2022, respectively, which is included in corporate expenses in the accompanying consolidated statements of operations. Unrecognized compensation expense as of ~~July 2, 2022~~April 1, 2023 associated with outstanding performance-vesting options was $~~0.5~~0.9 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~~ 0~~t incur or record any such expense in the three and six-month periods ended July 3, 2021. There was~~ 0 ~~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~~net of forfeitures, of $0.7 million and ~~six-month periods ended July 2, 2022 of~~ $1.0 million for the three-month periods ended April 1, 2023 and $~~2.0~~ ~~million,~~April 2, 2022, respectively, which is included in corporate expenses in the accompanying ~~interim unaudited~~ consolidated statements of operations. ~~The Company did~~ 0~~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~~April 1, 2023 associated with outstanding management restricted stock units was $~~13.9~~10.1 million.

Employee Stock Purchase Plan

Eligible participants contributed $~~1.1~~ ~~million and $2.5~~0.9 million during the ~~three and six-month periods~~three-month period ended ~~July 2, 2022, respectively,~~April 1, 2023, which is included in accrued payroll and employee benefits in the accompanying ~~interim unaudited~~ consolidated balance sheets as of ~~July 2, 2022.~~April 1, 2023. The Company recorded compensation expense of $~~0.6~~0.2 million and $~~1.2~~0.6 million for the ~~three and six-month~~three-month periods ended ~~July~~April 1, 2023 and April 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~~

1211

AVEANNA HEALTHCARE HOLDINGS INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

depreciation and amortization in the accompanying consolidated statements of operations. ~~The Company did~~ 0~~t incur or record any~~Unrecognized compensation expense as of April 1, 2023 associated with the ~~employee stock~~remaining ESPP purchase ~~plan for the three and six-month periods ended July 3, 2021.~~period through June 30, 2022 was $0.2 million.

Long-Term Incentive Plan ("LTIP")

InDuring the ~~first quarter of 2022,~~three-month period ended April 1, 2023, 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~~During the three-month period ended April 1, 2023, the Company granted ~~2,124,212~~4,073,186 RSUs with a grant date per share fair value of $~~4.93~~1.26. The Company recorded compensation expense of $~~0.9~~0.2 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.~~operations for the three-month period ended April 1, 2023. Unrecognized compensation expense as of ~~July 2, 2022~~April 1, 2023 associated with the remaining RSUs was $~~9.2~~4.8 million.

The PSUs contain ~~two~~a 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%criteria based on an adjusted EBITDA target over a ~~one-year~~three-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~~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 and 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~~During the three-month period ended April 1, 2023, the Company granted ~~1,389,801~~4,073,108 PSUs with a weighted average grant date per share fair value of $~~5.24~~1.26. 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.~~operations for the three-month period ended April 1, 2023. Unrecognized compensation expense as of ~~July 2, 2022~~April 1, 2023 associated with the remaining PSUs was $~~3.3~~4.8 million.

The Company also granted awards under the LTIP during the three-month period ended April 2, 2022. Compensation expense, net of forfeitures for previously granted awards was $1.0 million and $0.8 million for the three-month periods ended April 1, 2023 and April 2, 2022, respectively. Unrecognized compensation expense associated with awards previously granted under the LTIP was $8.2 million as of April 1, 2023.

~~11.~~10. 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, including third-party legal defense 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 (after the Company satisfies the applicable policy deductible and/or retention), 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~~Since October 1, 2022, the Company ~~maintains~~has maintained primary commercial insurance coverage on a claims-made basis for professional malpractice claims with a $~~1.0~~1.5 million per claim deductible and $~~5.5~~5.0 million per claim and annual aggregate ~~limits as of October 1, 2021.~~limits. Prior to October 1, ~~2021,~~2022, the Company maintained primary commercial insurance coverage on a ~~claim~~claims made basis for professional malpractice claims with avarying deductibles by policy year from $0.5 million to $1.0 million on a per claim ~~deductible~~basis and $5.5 million to $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~~

1312

AVEANNA HEALTHCARE HOLDINGS INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

~~credit,~~deductible payments. Collateral as of April 1, 2023 was comprised of $~~2.9~~23.0 million of issued letters of credit and $1.9 million in cash ~~collateral, and $2.9~~ ~~million in surety bonds.~~collateral. Collateral as of ~~January 1,~~December 31, 2022 was comprised of $~~17.6~~19.7 million of issued letters of credit, $~~2.9~~1.9 million in cash collateral, and $2.9 million in surety bonds.

As of ~~July 2, 2022,~~April 1, 2023, insurance reserves totaling $~~83.4~~94.3 million were included on the accompanying ~~interim unaudited~~ consolidated balance sheets, representing $~~37.3~~43.8 million and $~~46.1~~50.5 million of reserves for professional malpractice claims and workers’ compensation claims, respectively. At ~~January 1,~~December 31, 2022, insurance reserves totaling $~~80.5~~90.3 million were included on the accompanying consolidated balance sheets, representing $~~38.7~~41.8 million and $~~41.8~~48.5 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~~ 0no 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~~all potential claims and counterclaims related to the termination of the Agreement and payment of the Break-up ~~Fee. At this~~Fee by either party are 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.barred.

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 from $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 whetherMarch 10, 2023, the parties entered into a ~~post-closing~~confidential settlement agreement ~~allowing the Company~~releasing all claims related to ~~retain the tax refunds pending the outcome of the~~this matter and ending all related ~~tax audits. Lastly, the Court denied the Company’s motion for judgment~~litigation. The settlement had no material impact on the ~~pleadings as to its continued possession~~consolidated results of ~~the Escrow Funds. At this time, the Company cannot predict the ultimate resolution or estimate~~operations. See Note 15 - Subsequent Event for additional disclosure.

On November 23, 2022, a judgment in the amount of ~~any loss or recovery, if any,~~$19.8 million was rendered against the Company related to a civil litigation matter in Texas. In March 2023, the plaintiffs attempted to enforce the judgment by seeking a writ of garnishment, and $18.4 million was garnished from the Company’s cash accounts. The Company promptly obtained and recorded an $18.4 million cash collateralized appellate bond with the state trial court, and such court dissolved the writ of garnishment and ordered the return of the previously garnished funds. All previously garnished funds have been returned to the Company. The Company is vigorously defending this ~~matter.~~matter, has appealed the judgment to the Texas Court of Appeals, and intends to avail itself of all appellate options.

On January 18, 2023, an arbitration award in the amount of $7.9 million was rendered against the Company related to a claim under the Company's Texas non-subscriber benefit plan. The Company intends to avail itself of all appellate options. The ultimate resolution of these litigated matters is not expected to have a material impact on the consolidated financial statements.

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~~13

AVEANNA HEALTHCARE HOLDINGS INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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.

~~12.~~11. 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~~ 0~~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.~~

~~AVEANNA HEALTHCARE HOLDINGS INC. AND SUBSIDIARIES~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~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 the ability to use such funds 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~~For the ~~three and six-month~~three-month periods ended ~~July~~April 1, 2023 and April 2, 2022, ~~the Company received~~we recognized $~~1.3~~2.7 million and $~~4.5~~3.1 million, respectively, of ARPA Recovery Funds from various ~~states. The Company recognized $0.5~~ ~~million and $3.6~~ ~~million during~~states in the ~~three and six-month periods ended July 2, 2022, respectively,~~PDS segment 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.~~

~~13.~~12. 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 0~~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~~ 0~~t owe any amounts in connection with the Management Agreement as of July 2, 2022 or January 1, 2022.~~

As of ~~July 2, 2022,~~April 1, 2023, one of the Company’s stockholders owned ~~6.4~~6.7% of the Company’s 2021 Extended Term Loan.

~~14.~~13. 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 3three operating segments and 3three reportable segments, Private Duty Services, Home Health & Hospice, and Medical Solutions. The PDS segment predominantly includes private duty skilled nursing services, ~~unskilled~~non-clinical and personal care

~~AVEANNA HEALTHCARE HOLDINGS INC. AND SUBSIDIARIES~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

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.

AVEANNA HEALTHCARE HOLDINGS INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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~~three-month periods ended ~~July~~April 1, 2023 and April 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~~three-month periods ended ~~July~~April 1, 2023 and April 2, 2022, ~~and July 3, 2021,~~ respectively (amounts in thousands):


	For the three-month period ended July 2, 2022												For the three-month period ended April 1, 2023
	PDS			HHH			MS			Total			PDS			HHH			MS			Total
Revenue	$	348,025		$	61,382		$	33,548		$	442,955		$	372,947		$	56,126		$	37,340		$	466,413
Cost of revenue, excluding depreciation and amortization		246,636			31,797			19,479			297,912			268,763			31,095			22,090			321,948
Gross margin	$	101,389		$	29,585		$	14,069		$	145,043		$	104,184		$	25,031		$	15,250		$	144,465
Gross margin percentage		29.1	%		48.2	%		41.9	%		32.7	%		27.9	%		44.6	%		40.8	%		31.0	%


	For the three-month period ended July 3, 2021												For the three-month period ended April 2, 2022
	PDS			HHH			MS			Total			PDS			HHH			MS			Total
Revenue	$	349,680		$	50,071		$	36,361		$	436,112		$	350,190		$	66,623		$	33,721		$	450,534
Cost of revenue, excluding depreciation and amortization	$	243,898		$	25,765		$	19,860			289,523			251,874			34,168		$	19,666			305,708
Gross margin	$	105,782		$	24,306		$	16,501		$	146,589		$	98,316		$	32,455		$	14,055		$	144,826
Gross margin percentage		30.3	%		48.5	%		45.4	%		33.6	%		28.1	%		48.7	%		41.7	%		32.1	%

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
Segment Reconciliation:	April 1, 2023			April 2, 2022
Total segment gross margin	$	144,465		$	144,826
Branch and regional administrative expenses		91,708			88,743
Corporate expenses		30,935			36,567
Depreciation and amortization		4,041			5,819
Acquisition-related costs		70			91
Other operating expense (income)		72			(170	)
Operating income		17,639			13,776
Interest income		75			62
Interest expense		(35,958	)		(22,364	)
Other (expense) income		(12,188	)		36,457
(Loss) income before income taxes	$	(30,432	)	$	27,931

~~AVEANNA HEALTHCARE HOLDINGS INC. AND SUBSIDIARIES~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

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

~~15.~~14. 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

AVEANNA HEALTHCARE HOLDINGS INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


	For the three-month periods ended
	April 1, 2023			April 2, 2022
Numerator:
Net (loss) income	$	(31,998	)	$	25,334
Denominator:
Weighted average shares of common stock outstanding (1), basic		189,054			184,927
Net (loss) income per share, basic	$	(0.17	)	$	0.14

Weighted average shares of common stock outstanding (1), diluted		189,054			185,427
Net (loss) income per share, diluted	$	(0.17	)	$	0.14
Dilutive securities outstanding not included in the computation of diluted net loss per share as their effect is antidilutive:
RSUs		8,570			4,394
PSUs		4,620			1,390
Stock options		14,236			9,347

(1)

The calculation of weighted average shares of common stock outstanding includes all vested deferred restricted stock units.

~~16.~~15. SUBSEQUENT ~~EVENTS~~EVENT

~~Securitization Facility~~

~~On August 8, 2022,~~In April 2023, as part of a confidential settlement with Seller and Defendants (each as defined in Note 10), the Company ~~amended the Securitization Facility to increase the maximum amount available to~~funded approximately $~~175.0~~6.8 million ~~subject~~ to ~~maintaining~~an escrow account for the purposes of settling certain ~~borrowing base requirements. All borrowings~~tax audits with the IRS, which are currently under ~~this facility will continue to carry variable interest rates tied to BSBY plus an applicable margin.~~

~~Delayed Draw Term Loan Facility~~appeal with the IRS. See Note 10

~~On August 9, 2022, the Company borrowed $60.0~~- Commitments and Contingencies ~~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.~~for additional disclosure.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis provides information we believe is relevant to an assessment and understanding of our results of operations, financial condition, liquidity and cash flows for the periods presented below. This discussion should be read in conjunction with the interim unaudited consolidated financial statements and related notes contained elsewhere in this Quarterly Report on Form 10-Q and in conjunction with the audited consolidated financial statements and related notes, our “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in each case included in our Annual Report on Form 10-K for the fiscal year ended ~~January 1,~~December 31, 2022 filed with the SEC. As discussed in the section above titled “Cautionary Note Regarding Forward-Looking Statements,” the following discussion contains forward-looking statements that are based upon our current expectations, including with respect to our future revenues and operating results. Our actual results may differ materially from those anticipated in such forward-looking statements as a result of various factors. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk Factors” included under Part II, Item 1A below as well as in our Annual Report on Form 10-K for the fiscal year ended ~~January 1,~~December 31, 2022.

Unless otherwise provided, “Aveanna”, “we,” “our” and the “Company” refer to Aveanna Healthcare Holdings Inc. and its consolidated subsidiaries.

Our fiscal year ends on the Saturday that is closest to December 31 of a given year, resulting in either a 52-week or 53-week fiscal year. “Fiscal year 2023” refers to the 52-week fiscal year ending on December 30, 2023. “Fiscal year 2022” refers to the 52-week fiscal year ended on December 31, 2022. ~~“Fiscal year 2021” refers to the 52-week fiscal year ended on January 1, 2022.~~ The “three-month period ended ~~July~~April 1, 2023”, or “first quarter of 2023” refers to the 13-week fiscal quarter ended on April 1, 2023. The “three-month period ended April 2, 2022”, or ~~“second~~“first quarter of 2022” refers to the 13-week fiscal quarter ended on ~~July~~April 2, 2022. The “three-month period ended July 3, 2021” or “second quarter of 2021” refers to the 13-week fiscal quarter ended on July 3, 2021. The "six-month period ended July 2, 2022", or "first six months of 2022" refers to the period from January 2, 2022 through July 2, 2022. The "six-month period ended July 3, 2021", or "first six months of 2021" refers to the period from January 2, 2022 through July 3, 2022.

Overview

We are a leading, diversified home care platform focused on providing care to medically complex, high-cost patient populations. We directly address the most pressing challenges facing the U.S. healthcare system by providing safe, high-quality care in the home, the lower cost care setting preferred by patients. Our patient-centered care delivery platform is designed to improve the quality of care our patients receive, which allows them to remain in their homes and minimizes the overutilization of high-cost care settings such as hospitals. Our clinical model is led by our caregivers, primarily skilled nurses, who provide specialized care to address the complex needs of each patient we serve across the full range of patient populations: newborns, children, adults and seniors. We have invested significantly in our platform to bring together best-in-class talent at all levels of the organization and support such talent with industry leading training, clinical programs, infrastructure and technology-enabled systems, which are increasingly essential in an evolving healthcare industry. We believe our platform creates sustainable competitive advantages that support our ability to continue driving rapid growth, both organically and through acquisitions, and positions us as the partner of choice for the patients we serve.

Segments

We deliver our services to patients through three segments: Private Duty Services (“PDS”); Home Health & Hospice (“HHH”); and Medical Solutions (“MS”).

The following table summarizes the revenues generated by each of our segments for the three-month periods ended ~~July~~April 1, 2023 and April 2, 2022, ~~and July 3, 2021,~~ respectively:


(dollars in thousands)	Consolidated		PDS			HHH			MS			Consolidated		PDS			HHH			MS
For the three-month period ended July 2, 2022	$	442,955	$	348,025		$	61,382		$	33,548
For the three-month period ended April 1, 2023												$	466,413	$	372,947		$	56,126		$	37,340
Percentage of consolidated revenue				78	%		14	%		8	%				80	%		12	%		8	%
For the three-month period ended July 3, 2021	$	436,112	$	349,680		$	50,071		$	36,361
For the three-month period ended April 2, 2022												$	450,534	$	350,190		$	66,623		$	33,721
Percentage of consolidated revenue				81	%		11	%		8	%				78	%		15	%		7	%

~~The following table summarizes the revenues generated by each of our segments for the six-month periods ended July 2, 2022 and July 3, 2021, respectively:~~

(dollars in thousands)
Consolidated

PDS

HHH

MS

For the six-month period ended July 2, 2022
$
893,489

$
698,215

$
128,005

$
67,269

Percentage of consolidated revenue

78
%

14
%

8
%
For the six-month period ended July 3, 2021
$
853,272

$
700,507

$
81,589

$
71,176

Percentage of consolidated revenue

82
%

10
%

8
%

PDS Segment

Private Duty Services predominantly includes private duty nursing (“PDN”) services, as well as pediatric therapy services. Our PDN patients typically enter our service as children, as our most significant referral sources for new patients are children’s hospitals. It is common for our PDN patients to ~~stay on~~continue to receive our ~~service~~services into adulthood, as approximately ~~50%~~30% of our PDN patients are over the age of 18.

Our PDN services involve the provision of ~~skilled~~clinical and ~~unskilled~~non-clinical hourly care to patients in their homes, which is the preferred setting for patient care. PDN services typically last four to 24 hours a day, provided by our registered nurses, licensed practical nurses, home health aides, and other ~~unskilled~~non-clinical caregivers who are focused on providing high-quality short-term and long-term clinical care to medically fragile children and adults with a wide variety of serious illnesses and conditions. Patients who typically qualify for our PDN services include those with the following conditions:

•

Tracheotomies or ventilator dependence;

•

Dependence on continuous nutritional feeding through a “G-tube” or “NG-tube”;

•

Dependence on intravenous nutrition;

•

Oxygen-dependence in conjunction with other medical needs; and

•

Complex medical needs such as frequent seizures.

Our PDN services include:

•

In-home skilled nursing services to medically fragile ~~children;~~children and adults;

•

Nursing services in school settings in which our caregivers accompany patients to school;

•

Services to patients in our Pediatric Day Healthcare Centers (“PDHC”); and

•

~~Unskilled~~Non-clinical care, including programs such as employer of record support services and personal care services.

Through our pediatric therapy services, we provide a valuable multidisciplinary approach that we believe serves all of a child’s therapy needs. We provide both in-clinic and home-based therapy services to our patients. Our therapy services include physical, occupational and speech services. We regularly collaborate with physicians and other community healthcare providers, which allows us to provide more comprehensive care.

HHH Segment

Our Home Health and Hospice segment predominantly includes home health services, as well as hospice and specialty program services. Our HHH patients typically enter our service as seniors, and our most significant referral sources for new patients are hospitals, physicians and long-term care facilities.

Our home health services involve the provision of in-home services to our patients by our clinicians which may include nurses, therapists, social workers and home health aides. Our caregivers work with our patients’ physicians to deliver a personalized plan of care to our patients in their homes. Home healthcare can help our patients recover after a hospitalization or surgery and assist patients in managing chronic illnesses. We also help our patients manage their medications. Through our care, we help our patients recover more fully in the comfort of their own homes, while remaining as independent as possible. Our home health services include: in-home skilled nursing services; physical, occupational and speech therapy; medical social services and aide services.

Our hospice services involve a supportive philosophy and concept of care for those nearing the end of life. Our hospice care is a positive, empowering form of care designed to provide comfort and support to our patients and their families when a life-limiting illness no longer responds to cure-oriented treatments. The goal of hospice is to neither prolong life nor hasten death, but to help our patients live as dignified and pain-free as possible. Our hospice care is provided by a team of specially trained professionals in a variety of living situations, including at home, at the hospital, a nursing home, or an assisted living facility.

MS Segment

Through our Medical Solutions segment, we offer a comprehensive line of enteral nutrition supplies and other products to adults and children, delivered on a periodic or as-needed basis. We provide our patients with access to one of the largest selections of enteral formulas, supplies and pumps in our industry, with more than 300 nutritional formulas available. Our registered nurses, registered dietitians and customer service technicians support our patients 24 hours per day, 365 days per year, in-hospital, at-home, or remotely to help ensure that our patients have the best nutrition assessments, change order reviews and formula selection expertise.

~~Acquisitions and other~~ 18

Factors Affecting Results of Operations and Comparability

~~Acquisition-related Activities~~

~~On April 16, 2021, we acquired Doctor’s Choice Holdings, LLC (“Doctor’s Choice”), which provides home health services in the state of Florida.~~ ~~Doctor’s Choice generated revenues in 2021 prior to being acquired by us of $22.9 million and $51.6 million after being acquired by us.~~ On December 10, 2021, we acquired Comfort Care Home Health Services, LLC, including its subsidiaries (“Comfort Care”), which provides home health and hospice services in the states of Alabama and Tennessee. Comfort Care generated revenues in 2021 prior to being acquired by us of $94.4 million and $6.0 million after being acquired by us. Collectively, we refer to the acquisitions of Doctor's Choice and Comfort Care as the “2021 HHH Acquisitions”. We report the results of the 2021 HHH Acquisitions in our HHH segment. We believe we have built a home health and hospice program of significant size and scale, focused on delivering high-quality patient care in attractive geographies.

On November 30, 2021, we acquired Accredited Nursing Services (“Accredited”), a provider of primarily unskilled services in the state of California. Accredited generated revenues in 2021 prior to being acquired by us of $107.1 million and $8.9 million after being acquired by us. We report the results of Accredited in our PDS segment.

COVID-19 Pandemic Impact on our Business

In March 2020, the World Health Organization declared COVID-19 a pandemic. ~~We continue to monitor~~Since that time, we have monitored the impact of COVID-19 on our caregivers and support personnel, our patients and their families, and our referral sources. We ~~have~~ adapted our operations as necessary to best protect our people and serve our patients and our ~~communities. We have~~communities, and also invested in technology and equipment that allows support personnel to provide, on a remote basis, seamless functionality and support to our clinicians who care for our patients. ~~The majority of our employees at our corporate support offices in Georgia, Texas and Arizona continue to work remotely.~~

With the onset of the COVID-19 pandemic in March 2020, we began incurring incremental costs of patient services necessary to maintain our clinical workforce in the COVID-19 ~~environment. The nature of the incremental COVID-19~~environment, including costs we have incurred has changed over time as dictated by the continually evolving COVID-19 environment. Examples of the incremental costs we have incurred over time include incremental compensation paid to caregivers such asfor additional PPE, hero and hazard pay, COVID-19 relief pay, incremental overtime, and ~~staffing and retention related~~various incentives to attract and retain ~~caregivers~~caregivers. The pandemic impacted our operations in the midst of the Omicron variant surge. We have also incurred incremental worker compensation costs, as well as mandated leave costs while applicable regulations were in effect, and incremental PPE costs to support, protect and test our caregivers, and care for our patients. Additionally, we recorded an impairment charge in the fourthfirst quarter of ~~fiscal 2021 in four of the reporting units within our PDS segment as a result of the continued impact of COVID-19 on our business.~~

~~Our operations have been impacted by COVID-19, particularly~~2022 due ~~to surges in COVID-19 cases attributable~~ to the Omicron variant and the attendant pressures on our clinical ~~workforce that we experienced in~~workforce. The direct effects on our business of the ~~fourth quarter of 2021 and~~pandemic have significantly lessened since the first quarter of ~~2022. The~~2022, as a result of declining infection rates and the normalization of living with COVID-19 following ~~factors could further impact~~the increase in accessibility to COVID-19 vaccines and antiviral treatments, as well as the expiration of the Public Health Emergency associated with COVID-19 on May 11, 2023.

Any future resurgence in COVID-19 or new variants of the virus, and the severity and duration thereof, remain uncertain, and potential negative impacts of such a resurgence on our results of operations in the future as a result of COVID-19: a resurgence in the number of cases due to new variants; any future shelter-in-place orders; a decrease in the rate of return of confidence in our patients’ families to allow our caregivers into their homes; the return of patient confidence to enter a hospital or a doctor’s office; our ability to attract and retain qualified caregivers as a result of COVID-19 quarantine requirements or due to caregiver non-compliance with vaccination and testing mandates; uncertainty regarding vaccine distribution timing and efficacy; and our ability to readily access referrals from children’s hospitals. Potential negative impacts of COVID-19 on our resultscould include, lower revenue or higher salary and wage expenses due to increased market rate expectations of caregivers, increased workers compensation insurance and leave costs, costs to comply with various federal, state and local vaccine or leave mandates, civil monetary penalties from CMS if we are unable to comply with its IFR requiring COVID-19 vaccinations, and any future spikes in PPE supply costs. The impacts to revenue may consist of the following:

without limitation: lower volumes due to interruption of the operations of our referral sources; lower volumes due to lack of availability of caregivers in the workforce; the unwillingness of patients to accept services in their homes; lower ~~reimbursement~~revenue or higher salary and wage expense due to ~~missed home health visits resulting~~increased market rate expectations of caregivers in ~~an increase~~order to work in ~~low utilization payment adjustments; lower hospice volumes; lower reimbursement rates due to any negative impacts to state Medicaid budgets as a result of the pandemic; the sunset of enhanced~~ ~~Federal matching funds for state Medicaid Programs~~ ~~after the end of the Federal public health emergency; or denial of payments from CMS~~ ~~if we are unable~~hazardous conditions where COVID-19 is prevalent; increased workers compensation insurance and leave costs; increased costs to comply with ~~its IFR requiring COVID-19 vaccinations.~~

~~CARES Act~~various federal, state and local vaccine or leave mandates, and any future spikes in PPE supply costs.

~~In response to COVID-19, the U.S. Government enacted the CARES Act on March 27, 2020. The CARES Act has impacted us 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, we received PRF payments from HHS totaling $25.1 million. On March 5, 2021, we repaid these PRF payments in full. In December 2021, we also received PRF payments from HHS totaling $2.5 million, which we repaid in full in December 2021.

•

~~State Sponsored Relief Funds:~~ In fiscal year 2020, we received $4.8 million of stimulus funds from the Commonwealth of Pennsylvania Department of Human Services (“Pennsylvania DHS”), which we did not apply for or request. We did not receive stimulus funds from any individual state other than Pennsylvania. We recognized $0.5 million of income related to these funds in fiscal year 2020. On February 4, 2021, we repaid the remaining $4.3 million of direct stimulus funds to Pennsylvania DHS.

•

~~Deferred payment of the employer portion of social security taxes:~~ We were 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. We did not defer any payroll taxes after December 31, 2020. In December 2021, we repaid $25.9 million of deferred payroll taxes. As of April 2, 2022, and January 1, 2022, we 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 in the accompanying interim unaudited consolidated balance sheet. We expect to repay the remaining $25.5 million of deferred social security payroll taxes in December 2022.

•

~~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. As a result, in fiscal years 2021 and 2022, most of the states in which we operate have increased PDS reimbursement rates, in some cases significantly. We are also continually engaged in dialogue with our payors as to the importance of and the value provided by our services, with the goal of attracting and retaining more caregivers to meet the unmet demand for our services.

•

~~Medicare Advances~~: Certain of the home health and hospice companies we have acquired received advance payments from 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 Medicare 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. We began repaying the gross amount of the advances, via the offset mechanism described above, during the second quarter of fiscal year 2021, and had repaid all such advances as of July 2, 2022. We repaid $12.2 million of such advances in fiscal year 2021 and $3.5 million during the six months ended July 2, 2022.

•

~~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~~For the ~~six months~~three-month periods ended ~~July~~April 1, 2023, and April 2, 2022, we ~~received $4.5 million of ARPA Recovery Funds from various states, $3.6 million of which we~~ recognized as revenue in our consolidated statements of operations of $2.7 million and ~~$0.9~~$3.1 million, ~~of which was recognized in other current liabilities on our accompanying interim unaudited consolidated balance sheet at July 2, 2022.~~respectively, from ARPA Recovery Funds from various states. We may receive additional ARPA Recovery Funds in the ~~future,~~future; however, we cannot estimate the amount or timing of any future receipts. These funds are not subject to repayment, provided we are able to attest to and comply with any terms and conditions of such funding, as applicable. If we are unable to attest to ~~attest~~ or comply with current or future terms and conditions, our ability to retain some or all of the ARPA Recovery Funds received may be ~~impacted,~~impacted.

HHS Proposed Rule: “Assuring Access to Medicaid Services”

On April 27, 2023, HHS introduced a proposed rule titled “Assuring Access to Medicaid Services.” The proposed rule has a stated goal of improving access to services for Medicaid beneficiaries. As part of this proposed rule, HHS is proposing that state Medicaid agencies provide assurances that a minimum of 80% of Medicaid payments for personal care and similar services be spent on compensation to direct care workers. The proposed rule would allow states four years to implement changes required by a final rule, with extended time specified for managed care delivery systems. The proposed rule is subject to comment and specifically requests comments on the 80% threshold, related definitions and the implementation period. The ultimate impact of any final rule, which ~~is unknown at this time.~~could be adverse for periods after implementation, but could also benefit our business by improving access to services, depends on the requirements set forth in any final rule.

Important Operating Metrics

We review the following important metrics on a segment basis and not on a consolidated basis:

PDS and MS Segment Operating Metrics

Volume

Volume represents PDS hours of care provided and MS unique patients served, which is how we measure the amount of our patient services provided. We review the number of hours of PDS care provided on a weekly basis and the number of MS unique patients served on a weekly basis. We believe volume is an important metric because it helps us understand how the Company is growing in each of these segments through strategic planning and acquisitions. We also use this metric to inform strategic decision making in determining opportunities for growth.

Revenue Rate

For our PDS and MS segments, revenue rate is calculated as revenue divided by PDS hours of care provided or the number of MS unique patients served, respectively. We believe revenue rate is an important metric because it represents the amount of revenue we receive per PDS hour of patient service or per individual MS patient transaction and helps management assess the amount of fees that we are able to bill for our services. Management uses this metric to assess how effectively we optimize reimbursement rates.

Cost of Revenue Rate

For our PDS and MS segments, cost of revenue rate is calculated as cost of revenue divided by PDS hours of care provided or the number of MS unique patients served, respectively. We believe cost of revenue rate is an important metric because it helps us understand the cost per PDS hour of patient service or per individual MS patient transaction. Management uses this metric to understand how effectively we manage labor and product costs.

Spread Rate

For our PDS and MS segments, spread rate represents the difference between the respective revenue rates and cost of revenue rates. Spread rate is an important metric because it helps us better understand the margins being recognized per PDS hour of patient service or per individual MS patient transaction. Management uses this metric to assess how successful we have been in optimizing reimbursement rates, managing labor and product costs, and assessing opportunities for growth.

HHH Segment Operating Metrics

Home Health Total Admissions and Home Health Episodic Admissions

Home health total admissions represents the number of new patients who have begun receiving services. We review the number of home health admissions on a daily basis as we believe it is a leading indicator of our growth. We measure home health admissions by

reimbursement structure, separating them into home health episodic admissions and fee-for-service admissions (other admissions), which allows us to better understand the payor mix of our home health business.

Home Health Total Episodes

Home health total episodes represents the number of episodic admissions and episodic recertifications to capture patients who have either started to receive services or have been recertified for another episode of care. Management reviews home health total episodes on a monthly basis as to understand the volume of patients who were authorized to receive care during the month.

Home Health Revenue Per Completed Episode

Home health revenue per completed episode is calculated by dividing total payments received from completed episodes by the number of completed episodes during the period. Episodic payments are determined by multiple factors including type of referral source, patient

diagnoses, and utilization. Management tracks home health revenue per completed episode over time to evaluate both the clinical and financial profile of the business in a single metric.

Results of Operations

~~The following discussion of our results of operations should be read in conjunction with the foregoing tables summarizing our consolidated results of operations and key performance measures,~~ ~~as well as our audited consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended January 1, 2022~~.

Three-Month Period Ended ~~July 2, 2022~~April 1, 2023 Compared to the Three-Month Period Ended ~~July 3, 2021~~April 2, 2022

The following table summarizes our consolidated results of operations, including Field contribution, which is a non-GAAP measure (see “Non-GAAP Financial Measures” below), for the three-month periods indicated:


	For the three-month periods ended																		For the three-month periods ended
(dollars in thousands)	July 2, 2022			% of Revenue			July 3, 2021			% of Revenue			Change			% Change			April 1, 2023			% of Revenue			April 2, 2022			% of Revenue			Change			% Change
Revenue	$	442,955			100.0	%	$	436,112			100.0	%	$	6,843			1.6	%	$	466,413			100.0	%	$	450,534			100.0	%	$	15,879			3.5	%
Cost of revenue, excluding depreciation and amortization		297,912			67.3	%		289,523			66.4	%		8,389			2.9	%		321,948			69.0	%		305,708			67.9	%		16,240			5.3	%
Gross margin	$	145,043			32.7	%	$	146,589			33.6	%	$	(1,546	)		-1.1	%	$	144,465			31.0	%	$	144,826			32.1	%	$	(361	)		-0.2	%
Branch and regional administrative expenses		88,998			20.1	%		77,720			17.8	%		11,278			14.5	%		91,708			19.7	%		88,743			19.7	%		2,965			3.3	%
Field contribution	$	56,045			12.7	%	$	68,869			15.8	%	$	(12,824	)		-18.6	%	$	52,757			11.3	%	$	56,083			12.4	%	$	(3,326	)		-5.9	%
Corporate expenses		36,202			8.2	%		32,401			7.4	%		3,801			11.7	%		30,935			6.6	%		36,567			8.1	%		(5,632	)		-15.4	%
Goodwill impairment		470,207			106.2	%		-			0.0	%		470,207		-
Depreciation and amortization		6,038			1.4	%		5,170			1.2	%		868			16.8	%		4,041			0.9	%		5,819			1.3	%		(1,778	)		-30.6	%
Acquisition-related costs		(22	)		0.0	%		1,004			0.2	%		(1,026	)		-102.2	%		70			0.0	%		91			0.0	%		(21	)		-23.1	%
Other operating expense (income)		1			0.0	%		-			0.0	%		1		-				72			0.0	%		(170	)		0.0	%		242			-142.4	%
Operating (loss) income	$	(456,381	)		-103.0	%	$	30,294			6.9	%	$	(486,675	)	NM
Operating income																			$	17,639			3.8	%	$	13,776			3.1	%	$	3,863			28.0	%
Interest expense, net		(22,776	)					(19,201	)					(3,575	)		18.6	%		(35,883	)					(22,302	)					(13,581	)		60.9	%
Loss on debt extinguishment		-						(8,918	)					8,918			-100.0	%
Other income (expense)		4,926						(736	)					5,662			-769.3	%
Income tax benefit (expense)		344						(179	)					523			-292.2	%
Other (expense) income																				(12,188	)					36,457						(48,645	)		-133.4	%
Income tax expense																				(1,566	)					(2,597	)					1,031			-39.7	%
Net (loss) income	$	(473,887	)				$	1,260					$	(475,147	)	NM			$	(31,998	)				$	25,334					$	(57,332	)		-226.3	%

~~NM = A percentage calculation that is not meaningful due to a percentage change greater than 1000%.~~

The following table summarizes our consolidated key performance measures, including Field contribution and Field contribution margin, which are non-GAAP measures (see “Non-GAAP Financial Measures” below), for the three-month periods indicated:


	For the three-month periods ended
(dollars in thousands)	April 1, 2023			April 2, 2022			Change			% Change
Revenue	$	466,413		$	450,534		$	15,879			3.5	%
Cost of revenue, excluding depreciation and amortization		321,948			305,708			16,240			5.3	%
Gross margin	$	144,465		$	144,826		$	(361	)		-0.2	%
Gross margin percentage		31.0	%		32.1	%
Branch and regional administrative expenses		91,708			88,743			2,965			3.3	%
Field contribution	$	52,757		$	56,083		$	(3,326	)		-5.9	%
Field contribution margin		11.3	%		12.4	%
Corporate expenses	$	30,935		$	36,567		$	(5,632	)		-15.4	%
As a percentage of revenue		6.6	%		8.1	%
Operating income	$	17,639		$	13,776		$	3,863			28.0	%
As a percentage of revenue		3.8	%		3.1	%

For the three-month periods ended

(dollars in thousands)
July 2, 2022

July 3, 2021

Change

% Change

Revenue
$
442,955

$
436,112

$
6,843

1.6
%
Cost of revenue, excluding depreciation and amortization

297,912

289,523

8,389

2.9
%
Gross margin
$
145,043

$
146,589

$
(1,546
)

-1.1
%
Gross margin percentage

32.7
%

33.6
%

Branch and regional administrative expenses

88,998

77,720

11,278

14.5
%
Field contribution
$
56,045

$
68,869

$
(12,824
)

-18.6
%
Field contribution margin

12.7
%

15.8
%

Corporate expenses
$
36,202

$
32,401

$
3,801

11.7
%
As a percentage of revenue

8.2
%

7.4
%

Operating (loss) income
$
(456,381
)
$
30,294

$
(486,675
)
NM

As a percentage of revenue

-103.0
%

6.9
%

The following tables summarize our key performance measures by segment for the three-month periods indicated:

PDS

For the three-month periods ended

(dollars and hours in thousands)
July 2, 2022

July 3, 2021

Change

% Change

Revenue
$
348,025

$
349,680

$
(1,655
)

-0.5
%

Cost of revenue, excluding depreciation and amortization

246,636

243,898

2,738

1.1
%

Gross margin
$
101,389

$
105,782

$
(4,393
)

-4.2
%

Gross margin percentage

29.1
%

30.3
%

-1.2
%
(4)
Hours

9,604

9,920

(316
)

-3.2
%

Revenue rate
$
36.24

$
35.25

$
0.99

2.7
%
(1)
Cost of revenue rate
$
25.68

$
24.59

$
1.09

4.3
%
(2)
Spread rate
$
10.56

$
10.66

$
(0.10
)

-1.0
%
(3)

HHH

For the three-month periods ended

(dollars and admissions/episodes in thousands)
July 2, 2022

July 3, 2021

Change

% Change

Revenue
$
61,382

$
50,071

$
11,311

22.6
%

Cost of revenue, excluding depreciation and amortization

31,797

25,765

6,032

23.4
%

Gross margin
$
29,585

$
24,306

$
5,279

21.7
%

Gross margin percentage

48.2
%

48.5
%

-0.3
%
(4)
Home health total admissions (5)

12.4

11.7

0.7

6.0
%

Home health episodic admissions (6)

7.6

7.1

0.5

7.0
%

Home health total episodes (7)

12.3

10.3

2.0

19.4
%

Home health revenue per completed episode (8)
$
3,004

$
2,894

$
110

3.8
%

MS

For the three-month periods ended

(dollars and UPS in thousands)
July 2, 2022

July 3, 2021

Change

% Change

Revenue
$
33,548

$
36,361

$
(2,813
)

-7.7
%

Cost of revenue, excluding depreciation and amortization

19,479

19,860

(381
)

-1.9
%

Gross margin
$
14,069

$
16,501

$
(2,432
)

-14.7
%

Gross margin percentage

41.9
%

45.4
%

-3.5
%
(4)
Unique patients served (“UPS”)

78

78

-

0.0
%

Revenue rate
$
430.10

$
466.17

$
(36.07
)

-7.7
%
(1)
Cost of revenue rate
$
249.73

$
254.62

$
(4.89
)

-1.9
%
(2)
Spread rate
$
180.37

$
211.55

$
(31.18
)

-14.7
%
(3)

~~(1)~~

~~Represents the period over period change in revenue rate, plus the change in revenue rate attributable to the change in volume.~~

~~(2)~~

~~Represents the period over period change in cost of patient services rate, plus the change in cost of patient services rate attributable to the change in volume.~~

~~(3)~~

~~Represents the period over period change in spread rate, plus the change in spread rate attributable to the change in volume.~~

~~(4)~~

~~Represents the change in margin percentage year over year.~~

~~(5)~~

~~Represents home health episodic and fee-for-service admissions.~~

~~(6)~~

~~Represents home health episodic admissions.~~

~~(7)~~

~~Represents episodic admissions and recertifications.~~

~~(8)~~

~~Represents Medicare revenue per completed episode.~~


	PDS
	For the three-month periods ended
(dollars and hours in thousands)	April 1, 2023			April 2, 2022			Change			% Change
Revenue	$	372,947		$	350,190		$	22,757			6.5	%
Cost of revenue, excluding depreciation and amortization		268,763			251,874			16,889			6.7	%
Gross margin	$	104,184		$	98,316		$	5,868			6.0	%
Gross margin percentage		27.9	%		28.1	%					-0.2	%	(4)
Hours		9,783			9,612			171			1.8	%
Revenue rate	$	38.12		$	36.43		$	1.69			4.7	%	(1)
Cost of revenue rate	$	27.47		$	26.20		$	1.27			4.9	%	(2)
Spread rate	$	10.65		$	10.23		$	0.42			4.2	%	(3)

	HHH
	For the three-month periods ended
(dollars and admissions/episodes in thousands)	April 1, 2023			April 2, 2022			Change			% Change
Revenue	$	56,126		$	66,623		$	(10,497	)		-15.8	%
Cost of revenue, excluding depreciation and amortization		31,095			34,168			(3,073	)		-9.0	%
Gross margin	$	25,031		$	32,455		$	(7,424	)		-22.9	%
Gross margin percentage		44.6	%		48.7	%					-4.1	%	(4)
Home health total admissions (5)		11.7			14.3			(2.6	)		-18.2	%
Home health episodic admissions (6)		8.0			8.7			(0.7	)		-8.0	%
Home health total episodes (7)		11.9			13.8			(1.9	)		-13.8	%
Home health revenue per completed episode (8)	$	2,969		$	2,942		$	27			0.9	%

	MS
	For the three-month periods ended
(dollars and UPS in thousands)	April 1, 2023			April 2, 2022			Change			% Change
Revenue	$	37,340		$	33,721		$	3,619			10.7	%
Cost of revenue, excluding depreciation and amortization		22,090			19,666			2,424			12.3	%
Gross margin	$	15,250		$	14,055		$	1,195			8.5	%
Gross margin percentage		40.8	%		41.7	%					-0.9	%	(4)
Unique patients served (“UPS”)		85			78			7			9.0	%
Revenue rate	$	439.29		$	432.32		$	6.97			1.7	%	(1)
Cost of revenue rate	$	259.88		$	252.13		$	7.75			3.3	%	(2)
Spread rate	$	179.41		$	180.19		$	(0.78	)		-0.5	%	(3)

~~Summary Operating Results~~

~~Operating (Loss) Income~~

Operating loss was $456.4 million for the three-month period ended July 2, 2022, as compared to operating income of $30.3 million, or 6.9% of revenue, for the three-month period ended July 3, 2021, a decrease of $486.7 million.

The operating loss for the second quarter of 2022 primarily resulted from a $470.2 million non-cash charge for goodwill impairment and by a decrease of $12.8 million, or 18.6%, in Field contribution as compared to the second quarter of 2021. The $12.8 million decrease in Field contribution resulted from a $6.8 million, or 1.6%, increase in consolidated revenue, offset by a 3.1% decrease in our Field contribution margin to 12.7% for the second quarter of 2022 from 15.8% for the second quarter of 2021. The primary driver of our lower Field contribution margin quarter over quarter was an increase of 2.3% in branch and regional administrative expense as a percentage of revenue to 20.1% for the second quarter of 2022 from 17.8% for the second quarter of 2021.

~~Net (Loss) Income~~

~~The $475.1 million decrease in net income for the three-month period ended July 2, 2022, as compared to the three-month period ended July 3, 2021, was primarily driven by the following:~~

•

~~the previously discussed $486.7 million decrease in operating income;~~

•

~~a $3.6 million increase in interest expense, net;~~

•

~~the absence of a $8.9 million debt extinguishment charge incurred in the second quarter of 2021 related to the repayment of certain long-term debt obligations; and~~

•

~~a $5.7 million increase in other income over the prior year quarter driven by a $4.5 million increase in valuation gains on interest rate derivatives.~~

~~Revenue~~

Revenue was $443.0 million for the three-month period ended July 2, 2022 as compared to $436.1 million for the three-month period ended July 3, 2021, an increase of $6.8 million, or 1.6%. This increase resulted from the following segment activity:

•

~~a $1.7 million, or 0.5%, decrease in PDS revenue;~~

•

~~an $11.3 million, or 22.6%, increase in HHH revenue; and~~

•

~~a $2.8 million, or 7.7%, decrease in MS revenue.~~

The $1.7 million decrease in PDS revenue for the three-month period ended July 2, 2022 was attributable to a decrease in volume of 3.2% net of an increase in revenue rate of 2.7%. The decrease in PDS volume was attributable to the following items:

•

~~a volume decline in our PDS businesses due to~~ continued challenges in the labor markets including both shortages in workforce and inflationary wage pressures constraining our ability to recruit and retain caregivers to meet existing patient demand; net of

•

~~new volumes contributed by the Accredited acquisition in December 2021.~~

The 2.7% increase in PDS revenue rate for the three-month period ended July 2, 2022, as compared to the three-month period ended July 3, 2021, resulted primarily from reimbursement rate increases issued by various state Medicaid programs and managed Medicaid payers.

Our HHH segment revenue growth of $11.3 million, or 22.6%, for the three-month period ended July 2, 2022 resulted primarily from incremental volume contributed by our 2021 HHH Acquisitions completed during the second and fourth fiscal quarters of 2021; net of a decline in overall HHH volumes and the reinstatement of Medicare sequestration.

The $2.8 million decrease in MS segment revenue for the three-month period ended July 2, 2022, as compared to the three-month period ended July 3, 2021, was attributable to a 7.7% decrease in revenue rate with volume unchanged. The decrease in revenue rate was primarily attributable to payer rate decreases that became effective in September 2021 and the impact of certain product recalls on order fulfillment.

~~Cost of Revenue, Excluding Depreciation and Amortization~~

Cost of revenue, excluding depreciation and amortization, was $297.9 million for the three-month period ended July 2, 2022, as compared to $289.5 million for the three-month period ended July 3, 2021, an increase of $8.4 million, or 2.9%. This increase resulted from the following segment activity:

•

~~a $2.7 million, or 1.1%, increase in PDS cost of revenue;~~

•

~~a $6.0 million, or 23.4%, increase in HHH cost of revenue; offset by~~

•

~~a $0.4 million, or 1.9%, decrease in MS cost of revenue.~~

The 1.1% increase in PDS cost of revenue for the three-month period ended July 2, 2022 resulted from the previously described 3.2% decrease in PDS volume, net of a 4.3% increase in PDS cost of revenue rate. The 4.3% increase in cost of revenue rate primarily resulted from higher caregiver labor costs including pass-through of state reimbursement rate increases received by the Company. Incremental COVID-19 related costs of patient services declined sequentially to $0.8 million in the second quarter of 2022 from $3.3 million in the first quarter of 2022.

The 23.4% increase in HHH cost of revenue for the three-month period ended July 2, 2022 was driven by the increased volumes associated with the 2021 HHH Acquisitions completed during the second and fourth fiscal quarters of 2021, net of a decline in overall HHH volumes.

The 1.9% decrease in MS cost of revenue for the three-month period ended July 2, 2022 was driven by the previously described 1.9% decrease in cost of revenue rate primarily due to lower order fulfillment per UPS.

~~Gross Margin and Gross Margin Percentage~~

Gross margin was $145.0 million, or 32.7% of revenue, for the three-month period ended July 2, 2022, as compared to $146.6 million, or 33.6% of revenue, for the three-month period ended July 3, 2021. Gross margin decreased $1.5 million, or 1.1%, over the comparable quarterly periods. The 0.9% decrease in gross margin percentage for the three-month period ended July 2, 2022 resulted from the combined changes in our revenue rates and cost of revenue rates in each of our segments, which we refer to as the change in our spread rate, as follows:

•

~~a 1.0% decrease in PDS spread rate from $10.66 to $10.56;~~

•

~~a 14.7% decrease in MS spread rate from $211.55 to $180.37;~~

•

~~a flat gross margin percentage in our HHH segment.~~

~~Branch and Regional Administrative Expenses~~

Branch and regional administrative expenses were $89.0 million, or 20.1% of revenue, for the three-month period ended July 2, 2022, as compared to $77.7 million, or 17.8% of revenue, for the three-month period ended July 3, 2021, an increase of $11.3 million, or 14.5%.

The 14.5% increase in branch and regional administrative expenses exceeded revenue growth of 1.6% for the three-month period ended July 2, 2022, as compared to the three-month period ended July 3, 2021. The $11.3 million increase in branch and regional administrative expenses resulted from incremental branch and regional costs to support our 2021 HHH acquisitions and the Accredited acquisition. We have also generally maintained our existing field overhead structure in order to support the growth of our businesses upon improvements in the labor markets and patient volumes. Taken together, these factors resulted in the overall 2.3% increase in branch and regional administrative expenses as a percentage of revenue during the comparable quarterly periods.

~~Field Contribution and Field Contribution Margin~~

Field contribution was $56.0 million, or 12.7% of revenue, for the three-month period ended July 2, 2022 as compared to $68.9 million, or 15.8% of revenue, for the three-month period ended July 3, 2021. Field contribution decreased $12.8 million, or 18.6%, for the three-month period ended July 2, 2022, as compared to the three-month period ended July 3, 2021. The 3.1% decrease in Field contribution margin for the three-month period ended July 2, 2022 resulted from the following:

•

~~a 0.9% decrease in gross margin percentage in the three-month period ended July 2, 2022, as compared to the three-month period ended July 3, 2021; and~~

•

~~a 2.3% increase in branch and regional administrative expenses as a percentage of revenue in the three-month period ended July 2, 2022, as compared to the three-month period ended July 3, 2021.~~

~~Field Contribution and Field Contribution Margin are non-GAAP financial measures. See “Non-GAAP Financial Measures” below.~~

~~Corporate Expenses~~

~~Corporate expenses as a percentage of revenue for the three-month periods ended July 2, 2022 and July 3, 2021 were as follows:~~

For the three-month periods ended

July 2, 2022

July 3, 2021

(dollars in thousands)
Amount

% of Revenue

Amount

% of Revenue

Revenue
$
442,955

$
436,112

Corporate expense components:

Compensation and benefits
$
16,531

3.7
%
$
16,333

3.7
%
Non-cash share-based compensation

4,319

1.0
%

4,276

1.0
%
Professional services

8,259

1.9
%

6,336

1.5
%
Rent and facilities expense

3,524

0.8
%

2,944

0.7
%
Office and administrative

672

0.2
%

905

0.2
%
Other

2,897

0.7
%

1,607

0.4
%
Total corporate expenses
$
36,202

8.2
%
$
32,401

7.4
%

~~Corporate expenses were $36.2 million, or 8.2% of revenue, for~~ ~~the three-month period~~ ~~ended July 2, 2022, as compared to $32.4 million, or 7.4% of revenue, for~~ ~~the three-month period~~ ~~ended July 3, 2021. The $3.8 million, or 11.7%, increase in corporate expenses resulted primarily from:~~

•

~~incremental compensation and benefits necessary to support a public company infrastructure as well as the integration process for the companies we acquire, net of lower incentive costs;~~

•

~~incremental professional services associated with integration activities; and~~

•

~~higher public company insurance costs, and travel costs (included in Other in the above table).~~

~~We expect to continue to invest in our corporate infrastructure in 2022 as we develop as a public company.~~

~~Depreciation and Amortization~~

Depreciation and amortization was $6.0 million for the three-month period ended July 2, 2022, compared to $5.2 million for the three-month period ended July 3, 2021, an increase of $0.9 million, or 16.8%. ~~The $0.9 million increase primarily resulted from incremental depreciation and amortization associated with assets acquired in connection with the 2021 HHH Acquisitions and acquisition of Accredited.~~

~~Goodwill Impairment~~

~~Goodwill impairment was $470.2 million for the three-month period ended July 2, 2022.~~ ~~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 we expect to persist, w~~e recorded a $470.2 million non-cash, goodwill impairment charge during the three months ended July 2, 2022. There was no goodwill impairment charge recorded in the comparable quarterly period ended July 3, 2021. ~~Please see Note 4 -~~ ~~Goodwill, to the interim unaudited consolidated financial statements, contained in Part I, Item 1 of this Quarterly Report on Form 10-Q.~~

~~Acquisition-related Costs~~

Acquisition-related costs decreased to $0.0 million for the three-month period ended July 2, 2022, from $1.0 million for the three-month period ended July 3, 2021. Acquisition-related costs were higher in the second quarter of 2021 due to the Doctors Choice acquisition, which closed in April, 2021.

~~Interest Expense, net of Interest Income~~

Interest expense, net of interest income was $22.8 million for the three-month period ended July 2, 2022, compared to $19.2 million for the three-month period ended July 3, 2021, an increase of $3.6 million or 18.6%. Over the course of fiscal year 2021, we made numerous changes to our debt structure and outstanding indebtedness. Please see the ~~Liquidity and Capital Resources~~ ~~section below for a detailed discussion of this activity, as well as a description of debt instruments outstanding as of July 2, 2022 and July 3, 2021.~~

~~Loss on Debt Extinguishment~~

Loss on debt extinguishment was $8.9 million for the three-month period ended July 3, 2021, resulting from the use of proceeds from our IPO to repay $407.0 million in aggregate debt. We did not incur such charges during the three-month period ended July 2, 2022.

~~Other Income (Expense)~~

~~Other income was $4.9 million for~~ ~~the three-month period~~ ~~ended July 2, 2022, compared to other expense of $0.7 million for~~ ~~the three-month period~~ ended July 3, 2021, an increase of $5.7 million which was primarily attributable to a $4.5 million increase in non-cash valuation gains on interest rate derivatives and a decrease in net settlements incurred with swap counterparties. The significant valuation gains resulted from accelerated market expectations of future increases in interest rates during 2022. Details of other income included the following:

For the three-month periods ended

(dollars in thousands)
July 2, 2022

July 3, 2021

Valuation gain to state interest rate derivatives at fair value
$
6,533

$
2,033

Net settlements incurred with swap counterparties

(1,688
)

(2,770
)
Other

81

1

Total other income (expense)
$
4,926

$
(736
)

~~Income Taxes~~

~~We incurred an income tax benefit of $0.3 million for the three-month period ended~~ ~~July 2, 2022~~, as compared to income tax expense of $0.2 million for the three-month period ended July 3, 2021. The decrease in tax expense of $0.5 million was primarily driven by changes in federal and state valuation allowances and state tax expense.

~~Six Month Period Ended July 2, 2022 Compared to the Six Month Period Ended July 3, 2021~~

~~The following table summarizes our consolidated results of operations for the six-month periods indicated:~~

For the six-month periods ended

(dollars in thousands)
July 2, 2022

% of Revenue

July 3, 2021

% of Revenue

Change

% Change

Revenue
$
893,489

100.0
%
$
853,272

100.0
%
$
40,217

4.7
%
Cost of revenue, excluding depreciation and amortization

603,620

67.6
%

575,000

67.4
%

28,620

5.0
%
Gross margin
$
289,869

32.4
%
$
278,272

32.6
%
$
11,597

4.2
%
Branch and regional administrative expenses

177,741

19.9
%

147,092

17.2
%

30,649

20.8
%
Field contribution
$
112,128

12.5
%
$
131,180

15.4
%
$
(19,052
)

-14.5
%
Corporate expenses

72,769

8.1
%

59,800

7.0
%

12,969

21.7
%
Goodwill impairment

470,207

52.6
%

-

0.0
%

470,207

-

Depreciation and amortization

11,857

1.3
%

10,018

1.2
%

1,839

18.4
%
Acquisition-related costs

69

0.0
%

2,772

0.3
%

(2,703
)

-97.5
%
Other operating income

(169
)

0.0
%

-

0.0
%

(169
)
-

Operating (loss) income
$
(442,605
)

-49.5
%
$
58,590

6.9
%
$
(501,195
)

-855.4
%
Interest expense, net

(45,078
)

(41,549
)

(3,529
)

8.5
%
Loss on debt extinguishment

-

(8,918
)

8,918

-100.0
%
Other income (expense)

41,383

(577
)

41,960

NM

Income tax expense

(2,253
)

(488
)

(1,765
)

361.7
%
Net (loss) income
$
(448,553
)

$
7,058

$
(455,611
)
NM

~~NM = A percentage calculation that is not meaningful due to a percentage change greater than 1000%.~~

For the six-month periods ended

(dollars in thousands)
July 2, 2022

July 3, 2021

Change

% Change

Revenue
$
893,489

$
853,272

$
40,217

4.7
%
Cost of revenue, excluding depreciation and amortization

603,620

575,000

28,620

5.0
%
Gross margin
$
289,869

$
278,272

$
11,597

4.2
%
Gross margin percentage

32.4
%

32.6
%

Branch and regional administrative expenses

177,741

147,092

30,649

20.8
%
Field contribution
$
112,128

$
131,180

$
(19,052
)

-14.5
%
Field contribution margin

12.5
%

15.4
%

Corporate expenses
$
72,769

$
59,800

$
12,969

21.7
%
As a percentage of revenue

8.1
%

7.0
%

Operating (loss) income
$
(442,605
)
$
58,590

$
(501,195
)

-855.4
%
As a percentage of revenue

-49.5
%

6.9
%

~~The following tables summarize our key performance measures by segment for the six-month periods indicated:~~

PDS

For the six-month periods ended

(dollars and hours in thousands)
July 2, 2022

July 3, 2021

Change

% Change

Revenue
$
698,215

$
700,507

$
(2,292
)

-0.3
%

Cost of revenue, excluding depreciation and amortization

498,510

492,895

5,615

1.1
%

Gross margin
$
199,705

$
207,612

$
(7,907
)

-3.8
%

Gross margin percentage

28.6
%

29.6
%

-1.0
%
(4)
Hours

19,216

19,830

(614
)

-3.1
%

Revenue rate
$
36.34

$
35.33

$
1.01

2.8
%
(1)
Cost of revenue rate
$
25.94

$
24.86

$
1.08

4.2
%
(2)
Spread rate
$
10.39

$
10.47

$
(0.08
)

-0.7
%
(3)

HHH

For the six-month periods ended

(dollars and admissions/episodes in thousands)
July 2, 2022

July 3, 2021

Change

% Change

Revenue
$
128,005

$
81,589

$
46,416

56.9
%

Cost of revenue, excluding depreciation and amortization

65,965

43,094

22,871

53.1
%

Gross margin
$
62,040

$
38,495

$
23,545

61.2
%

Gross margin percentage

48.5
%

47.2
%

1.3
%
(4)
Home health total admissions (5)

26.7

17.5

9.2

52.6
%

Home health episodic admissions (6)

16.3

10.9

5.4

49.5
%

Home health total episodes (7)

26.1

16.0

10.1

63.1
%

Home health revenue per completed episode (8)
$
2,961

$
2,928

$
33

1.1
%

MS

For the six-month periods ended

(dollars and UPS in thousands)
July 2, 2022

July 3, 2021

Change

% Change

Revenue
$
67,269

$
71,176

$
(3,907
)

-5.5
%

Cost of revenue, excluding depreciation and amortization

39,145

39,011

134

0.3
%

Gross margin
$
28,124

$
32,165

$
(4,041
)

-12.6
%

Gross margin percentage

41.8
%

45.2
%

-3.4
%
(4)
Unique patients served (“UPS”)

156

151

5

3.3
%

Revenue rate
$
431.21

$
471.36

$
(40.15
)

-8.8
%
(1)
Cost of revenue rate
$
250.93

$
258.35

$
(7.42
)

-3.0
%
(2)
Spread rate
$
180.28

$
213.01

$
(32.73
)

-15.9
%
(3)

(1)

Represents the period over period change in revenue rate, plus the change in revenue rate attributable to the change in volume.

(2)

Represents the period over period change in cost of patient services rate, plus the change in cost of patient services rate attributable to the change in volume.

(3)

Represents the period over period change in spread rate, plus the change in spread rate attributable to the change in volume.

(4)

Represents the change in margin percentage year over year.

(5)

Represents home health episodic and fee-for-service admissions.

(6)

Represents home health episodic admissions.

(7)

Represents episodic admissions and recertifications.

(8)

Represents Medicare revenue per completed episode.

The following discussion of our results of operations should be read in conjunction with the foregoing tables summarizing our consolidated results of operations and key performance measures, as well as our audited consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

Summary Operating Results

Operating ~~(Loss)~~ Income

Operating ~~loss~~income was ~~$456.4~~$17.6 million, or 3.8% of revenue, for the ~~six-month~~three-month period ended ~~July 2, 2022,~~April 1, 2023, as compared to operating income of ~~$58.6~~$13.8 million, or ~~6.9%~~3.1% of revenue, for the ~~six-month~~three-month period ended ~~July 3, 2021,~~April 2, 2022, an increase of $3.9 million, or 28.0%.

Operating income for the first quarter of 2023 was negatively impacted by a decrease of ~~$501.2 million.~~

~~The operating loss for the first six months of 2022 primarily resulted from a $470.2 million non-cash charge for goodwill impairment recorded in the second quarter of 2022 and a decrease of $19.1~~$3.3 million, or ~~18.6%~~5.9%, in Field contribution as compared to the first ~~six months~~quarter of ~~2021.~~2022. The ~~$19.1~~$3.3 million decrease in Field contribution resulted from a ~~$40.2~~$15.9 million, or ~~4.7%~~3.5%, increase

in consolidated revenue, partially offset by a ~~2.9%~~1.1% decrease in our Field contribution margin to ~~12.7%~~11.3% for the first ~~six months~~quarter of ~~2022~~2023 from ~~15.8%~~12.4% for the first ~~six months~~quarter of ~~2021.~~2022. The primary driver of our lower Field contribution margin ~~year~~ over ~~year~~the comparable quarter was ~~an increase of 2.3%~~a 1.1% decrease in ~~branch and regional administrative expense as a~~gross margin percentage ~~of revenue~~ to ~~19.9%~~31.0% for the first ~~six months~~quarter of ~~2022~~2023 from ~~17.2%~~32.1% for the first ~~six months~~quarter of ~~2021.~~2022.

In addition to the $3.3 million decrease in Field contribution, the following additional items primarily contributed to the overall $3.9 million increase in operating income over the comparable first quarter periods:

•

a $5.6 million decrease in corporate expenses; and

•

a $1.8 million decrease in depreciation and amortization.

Net (Loss) Income

Net loss for the three-month period ended April 1, 2023 was $32.0 million, as compared to net income of $25.3 million for three-month period ended April 2, 2022. The ~~$455.6~~$57.3 million decrease in net income ~~for the six-month period ended July 2, 2022, as compared to the six-month period ended July 3, 2021,~~ was primarily driven by the following:

•

the previously discussed ~~$501.2~~$3.9 million ~~decrease~~increase in operating income; offset by

•

a $13.6 million increase in interest expense, net of interest income; and

•

~~a $42.0~~an aggregate $48.6 million ~~increase in other income over the comparable prior year period driven by a $39.9 million increase~~decrease in valuation gains on interest rate derivatives,. net of increases in net settlements received from interest rate derivative counterparties over the comparable quarter.

Revenue

Revenue was ~~$893.5~~$466.4 million for the ~~six-month~~three-month period ended ~~July 2, 2022~~April 1, 2023 as compared to ~~$853.3~~$450.5 million for the ~~six-month~~three-month period ended ~~July 3, 2021,~~April 2, 2022, an increase of ~~$40.2~~$15.9 million, or ~~4.7%~~3.5%. This increase resulted from the following segment activity:

•

a ~~$2.3~~$22.8 million, or ~~0.3%~~6.5%, ~~decrease~~increase in PDS revenue;

•

a ~~$46.4~~$10.5 million, or ~~56.9%~~15.8%, ~~increase~~decrease in HHH revenue; and

•

a ~~$3.9~~$3.6 million, or ~~7.7%~~10.7%, ~~decrease~~increase in MS revenue.

~~The $2.3~~Our PDS segment revenue growth of $22.8 million, ~~decrease in PDS revenue~~or 6.5%, for the ~~six-month~~three-month period ended ~~July 2, 2022~~April 1, 2023 was attributable to a ~~decrease~~1.8% increase in volume ~~of 3.1% net of an~~and a 4.7% increase in revenue ~~rate of 2.7%. The decrease in PDS volume was attributable to the following items:~~rate.

•

~~a volume decline in our PDS businesses due to~~ the impact of the COVID-19 environment, including the Omicron variant and the continued challenges in the labor markets including both shortages in workforce and inflationary wage pressures constraining our ability to recruit and retain caregivers to meet existing patient demand; net of

•

~~new volumes contributed by the Accredited acquisition in December 2021.~~

The ~~2.7%~~4.7% increase in PDS revenue rate for the ~~six-month~~three-month period ended ~~July 2, 2022,~~April 1, 2023, as compared to the ~~six-month~~three-month period ended ~~July 3, 2021,~~April 2, 2022, resulted primarily from reimbursement rate increases issued by various state Medicaid programs and ~~managed~~Managed Medicaid payers, in addition to $3.6 million of ARPA Recovery Funds received from various states during our most recently completed quarter, which we recognized as revenue in our consolidated statements of operations.payers.

Our HHH segment revenue ~~growth~~decline of ~~$46.4~~$10.5 million, or ~~56.9%~~15.8%, for the ~~six-month~~three-month period ended ~~July 2, 2022~~April 1, 2023 resulted primarily from ~~incremental volume contributed by our 2021 HHH Acquisitions completed during the second and fourth fiscal quarters of 2021; net of~~ a decline in ~~overall HHH~~ volumes ~~and~~over the ~~reinstatement of Medicare sequestration.~~comparable period.

The ~~$3.9~~$3.6 million ~~decrease~~increase in MS segment revenue for the ~~six-month~~three-month period ended ~~July 2, 2022,~~April 1, 2023, as compared to the ~~six-month~~three-month period ended ~~July 3, 2021,~~April 2, 2022, was attributable to volume growth of 9.0% combined with a ~~8.8% decrease~~1.7% increase in revenue rate ~~net of a 3.3% increase in volume. The decrease in revenue rate was primarily attributable to payer rate decreases that became effective in September 2021 and~~over the ~~impact of certain product recalls on order fulfillment during the six months ended July 2, 2022.~~comparable period.

Cost of Revenue, Excluding Depreciation and Amortization

Cost of revenue, excluding depreciation and amortization, was ~~$603.6~~$321.9 million for the ~~six-month~~three-month period ended ~~July 2, 2022,~~April 1, 2023, as compared to ~~$575.0~~$305.7 million for the ~~six-month~~three-month period ended ~~July 3, 2021,~~April 2, 2022, an increase of ~~$28.6~~$16.2 million, or ~~5.0%~~5.3%. This increase resulted from the following segment activity:

•

a ~~$5.6~~$16.9 million, or ~~1.1%~~6.7%, increase in PDS cost of revenue;

•

a ~~$22.9~~$3.1 million, or ~~53.1%~~9.0%, ~~increase~~decrease in HHH cost of revenue; and

•

a ~~$0.1~~$2.4 million, or ~~0.3%~~12.3%, increase in MS cost of revenue.

The ~~1.1%~~6.7% increase in PDS cost of revenue for the ~~six-month~~three-month period ended ~~July 2, 2022~~April 1, 2023 resulted from the previously described ~~3.2% decrease~~1.8% increase in PDS volume ~~net of~~combined with a ~~4.3%~~4.9% increase in PDS cost of revenue rate. The ~~4.3%~~4.9% increase in cost of revenue rate primarily resulted from higher caregiver labor costs including pass-through of state reimbursement rate ~~increases received by the Company and higher COVID-19 related costs for the six months ended July 3, 2022 as compared to the prior year period.~~increases.

The ~~53.1%~~ ~~increase~~9.0% decrease in HHH cost of revenue for the ~~six-month~~three-month period ended ~~July 2, 2022~~April 1, 2023 was driven by ~~the increased volumes associated with the 2021 HHH Acquisitions completed during the second and fourth fiscal quarters of 2021, net of~~ a decline in HHH volumes, offset in part by increases in overall ~~HHH volumes.~~caregiver costs as a percentage of revenue.

The ~~0.3%~~12.3% increase in MS cost of revenue for the ~~six-month~~three-month period ended ~~July 2, 2022~~April 1, 2023 was driven by the previously described ~~3.3%~~9.0% growth in MS volumes during the first ~~six months~~quarter of 2022 ~~net of~~and a ~~3.0% decrease~~3.3% increase in cost of revenue rate ~~primarily due to lower order fulfillment per UPS~~.

Gross Margin and Gross Margin Percentage

Gross margin was ~~$289.9~~$144.5 million, or ~~32.4%~~31.0% of revenue, for the ~~six-month~~three-month period ended ~~July 2, 2022,~~April 1, 2023, as compared to ~~$278.3~~$144.8 million, or ~~32.6%~~32.1% of revenue, for the ~~six-month~~three-month period ended ~~July 3, 2021.~~April 2, 2022. Gross margin ~~increased $11.6~~decreased $0.4 million, or ~~4.2%~~0.2%, ~~over~~from the comparable ~~six-month periods.~~prior year quarter. The ~~0.9%~~1.1% decrease in gross margin percentage for the ~~six-month~~three-month period ended ~~July 2, 2022~~April 1, 2023 resulted from the combined changes in our revenue rates and cost of revenue rates in each of our segments, which we refer to as the change in our spread rate, as follows:

•

a ~~0.7% decrease~~4.2% increase in PDS spread rate from ~~$10.47~~$10.23 to ~~$10.39;~~$10.65 driven by the 4.7% increase in PDS revenue rate, net of the 4.9% increase in PDS cost of revenue rate;

•

a ~~15.9%~~0.5% decrease in MS spread rate from ~~$213.01~~$180.19 to ~~$180.28;~~$179.41 driven by the 1.7% increase in MS revenue rate, net of the 3.3% increase in MS cost of revenue rate; and

•

our HHH segment, in which ~~increased HHH~~ gross margin percentage decreased by ~~1.3%~~4.1%.

Branch and Regional Administrative Expenses

Branch and regional administrative expenses were ~~$177.7~~$91.7 million, or ~~19.9%~~19.7% of revenue, for the ~~six-month~~three-month period ended ~~July 2, 2022,~~April 1, 2023, as compared to ~~$147.1~~$88.7 million, or ~~17.2%~~19.7% of revenue, for the ~~six-month~~three-month period ended ~~July 3, 2021,~~April 2, 2022, an increase of ~~$30.6~~$3.0 million, or ~~20.8%~~3.3%.

The ~~20.8%~~3.3% increase in branch and regional administrative expenses ~~exceeded~~was consistent with our 3.5% revenue growth ~~of 4.7%~~ for the ~~six-month~~three-month period ended ~~July 2, 2022,~~April 1, 2023, as compared to the ~~six-month~~three-month period ended ~~July 3, 2021. The $30.6 million increase in branch~~April 2, 2022, and regional administrative expenses resulted from incremental branch and regional costs to support our 2021 HHH acquisitions and Accredited acquisition. We have also generally maintained our existing field overhead structure in order to support the growth of our businesses upon improvements in the labor markets and patient volumes. Taken together, these factors have resulted in ~~the overall 2.3% increase~~no change in branch and regional administrative expenses as a percentage of revenue ~~during~~over the comparable quarterly periods.

Field Contribution and Field Contribution Margin

Field contribution was ~~$112.1~~$52.8 million, or ~~12.7%~~11.3% of revenue, for the ~~six-month~~three-month period ended ~~July 2, 2022~~April 1, 2023, as compared to ~~$131.2~~$56.1 million, or ~~15.8%~~12.4% of revenue, for the ~~six-month~~three-month period ended ~~July 3, 2021.~~April 2, 2022. Field contribution decreased ~~$19.1~~$3.3 million, or ~~18.6%~~5.9%, for the ~~six-month~~three-month period ended ~~July 2, 2022,~~April 1, 2023, as compared to the ~~six-month~~three-month period ended ~~July 3, 2021.~~April 2, 2022. The ~~2.9%~~1.1% decrease in Field contribution margin for the ~~six-month~~three-month period ended ~~July 2, 2022~~April 1, 2023 resulted from the following:

•

~~a 0.9%~~the 1.1% decrease in gross margin percentage in the ~~six-month~~three-month period ended ~~July 2, 2022,~~April 1, 2023, as compared to the ~~six-month~~three-month period ended ~~July 3, 2021; and~~

•

~~a 2.7% increase in branch and regional administrative expenses as a percentage of revenue in the six-month period ended July~~April 2, ~~2022, as compared to the six-month period ended July 3, 2021.~~2022.

Field Contribution and Field Contribution Margin are non-GAAP financial measures. See “Non-GAAP Financial Measures” below.

Corporate Expenses

Corporate expenses as a percentage of revenue for the ~~six-month~~three-month periods ended ~~July~~April 1, 2023 and April 2, 2022 ~~and July 3, 2021~~ were as follows:


	For the six-month periods ended										For the three-month periods ended
	July 2, 2022					July 3, 2021					April 1, 2023					April 2, 2022
(dollars in thousands)	Amount		% of Net Revenue			Amount		% of Net Revenue			Amount		% of Revenue			Amount		% of Revenue
Revenue	$	893,489				$	853,272				$	466,413				$	450,534
Corporate expense components:
Compensation and benefits	$	33,796		3.8	%	$	31,474		3.7	%	$	16,765		3.6	%	$	17,265		3.8	%
Non-cash share-based compensation		8,348		0.9	%		4,825		0.6	%		2,161		0.5	%		4,029		0.9	%
Professional services		16,734		1.9	%		12,914		1.5	%		5,973		1.3	%		8,475		1.9	%
Rent and facilities expense		6,507		0.7	%		5,903		0.7	%		2,861		0.6	%		2,983		0.7	%
Office and administrative		1,912		0.2	%		1,551		0.2	%		217		0.0	%		1,243		0.3	%
Other		5,472		0.6	%		3,133		0.4	%		2,958		0.6	%		2,572		0.6	%
Total corporate expenses	$	72,769		8.1	%	$	59,800		7.0	%	$	30,935		6.6	%	$	36,567		8.1	%

Corporate expenses were ~~$72.8~~$30.9 million, or 6.6% of revenue, for the three-month period ended April 1, 2023, as compared to $36.6 million, or 8.1% of revenue, for the ~~six-month~~three-month period ended ~~July~~April 2, ~~2022, as compared to $59.8~~2022. The $5.6 million, or ~~7.0% of revenue, for~~ ~~the~~ ~~six-month period ended July 3, 2021. The $13.0 million, or 21.7%~~15.4%, ~~increase~~decrease in ~~year over year~~ corporate expenses resulted primarily from:

•

lower compensation and benefits costs due to a ~~$3.5 million increase~~reduction in ~~non-cash, share-based compensation expense primarily associated~~transition and integration activities with acquired businesses, as well as the executive transition completed on December 31, 2022 the modification of performance vesting options in June 2021; issuance of management restricted stock units in December, 2021; and the Company's first annual issuance of long-term incentive awards in February, 2022. Please see Note 10 – ~~Share-Based Compensation~~ ~~to the accompanying interim unaudited consolidated financial statements for further discussion of these items;~~;

•

~~incremental~~lower non-cash share-based compensation costs due to certain forfeitures of unvested awards and ~~benefits necessary to support a public company infrastructure as well as~~ the ~~integration process for the companies we acquire, net~~absence of ~~lower incentive costs;~~

•

~~incremental professional services associated with integration activities;~~expense from vesting of pre-IPO awards which were fully expensed during fiscal year 2022; and

•

~~higher public company insurance~~lower professional service costs due to a reduction in transition and ~~travel costs (included in Other in the above table).~~integration activities.

Depreciation and Amortization

Depreciation and amortization was ~~$11.9~~$4.0 million for the ~~six-month~~three-month period ended ~~July 2, 2022,~~April 1, 2023, as compared to ~~$10.0~~$5.8 million for the ~~six-month~~three-month period ended ~~July 3, 2021, an increase~~April 2, 2022, a decrease of $1.8 million, or ~~18.4%~~30.6%. The $1.8 million ~~increase~~decrease primarily resulted from ~~incremental depreciation and~~the absence of amortization charges associated with assets acquired in connection with the ~~2021 HHH Acquisitions and~~ acquisition of ~~Accredited.~~Comfort Care and Accredited completed in the fourth quarter of 2021 which were amortized over a one year period.

~~Goodwill Impairment~~

~~Goodwill impairment was $470.2 million for the six-month period ended July 2, 2022. 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 we expect to persist, w~~e recorded a $470.2 million non-cash, goodwill impairment charge for the three months ended July 2, 2022. There was no goodwill impairment charge recorded in the comparative six-month period ended July 3, 2021. ~~Please see Note 4 -~~ ~~Goodwill, to the interim unaudited consolidated financial statements, contained in Part I, Item 1 of this Quarterly Report on Form 10-Q.~~

~~Acquisition-related Costs~~

Acquisition-related costs decreased to $0.1 million for the six-month period ended July 2, 2022, from $2.8 million for the six-month period ended July 3, 2021. Acquisition-related costs were higher in the first six months of 2021 due to the Doctors Choice acquisition, which closed in April, 2021.

Interest Expense, net of Interest Income

Interest expense, net of interest income ~~increased to $45.1~~was $35.9 million for the ~~six-month~~three-month period ended ~~July 2, 2022, from $41.5~~April 1, 2023, as compared to $22.3 million for the ~~six-month~~three-month period ended ~~July 3, 2021. Over~~April 2, 2022, an increase of $13.6 million, or 60.9%. The increase was primarily driven by significant increases in LIBOR, largely because the ~~course~~Federal Reserve Board has significantly increased the U.S. federal funds rate since the beginning of ~~fiscal year 2021, we made numerous changes to our debt structure and outstanding indebtedness. Please see the~~2022. See further analysis under Liquidity and Capital Resources~~section below for a detailed discussion of this activity, as well as a description of debt instruments outstanding as of July 2, 2022 and July 3, 2021.~~ below.

Other (Expense) Income ~~(Expense)~~

Other ~~income~~expense was ~~$41.4~~$12.2 million for the ~~six-month~~three-month period ended ~~July 2, 2022,~~April 1, 2023, as compared to ~~$0.6~~other income of $36.5 million ~~other expense~~ for the ~~six-month~~three-month period ended ~~July 3, 2021, an increase~~April 2, 2022, a decrease of ~~$42.0~~$48.6 million. We realized a $56.8 million ~~which was primarily attributable to a $39.9 million increase~~decrease in non-cash valuation gains on interest rate ~~derivatives. The significant valuation gains resulted~~derivatives resulting from ~~accelerated~~changes in market expectations of future ~~increases in~~ interest rates ~~during~~as of the ~~first six months of 2022.~~comparable quarter-end valuation dates; offset by an $8.7 million improvement in net settlements with interest rate derivative counterparties as interest rates increased compared to the prior year quarter. Details of other (expense) income included the following:

For the six-month periods ended

(dollars in thousands)
July 2, 2022

July 3, 2021

Valuation gain (loss) to state interest rate derivatives at fair value
$
44,789

$
4,853

Net settlements incurred with swap counterparties

(3,761
)

(5,539
)
Other

355

109

Total other income (expense)
$
41,383

$
(577
)


	For the three-month periods ended
(dollars in thousands)	April 1, 2023			April 2, 2022
Valuation (loss) gain to state interest rate derivatives at fair value	$	(18,537	)	$	38,256
Net settlements received from (paid to) interest rate derivative counterparties		6,615			(2,073	)
Other		(266	)		274
Total other (expense) income	$	(12,188	)	$	36,457

Income Taxes

We incurred income tax expense of ~~$2.3~~$1.6 million for the ~~six-month~~three-month period ended ~~July 2, 2022~~April 1, 2023, as compared to income tax expense of ~~$0.5~~$2.6 million for the ~~six-month~~three-month period ended ~~July 3, 2021. The increase~~April 2, 2022. This decrease in tax expense ~~of $1.8 million~~ was primarily driven by the changes in federal and state valuation allowances, changes in uncertain tax positions and changes to federal and state current tax expense.

Non-GAAP Financial Measures

In addition to our results of operations prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), which we have discussed above, we also evaluate our financial performance using EBITDA, Adjusted EBITDA, Field contribution and Field contribution margin.

EBITDA and Adjusted EBITDA

EBITDA and Adjusted EBITDA are non-GAAP financial measures and are not intended to replace financial performance measures determined in accordance with U.S. GAAP, such as net ~~income~~ (loss). income. Rather, we present EBITDA and Adjusted EBITDA as supplemental measures of our performance. We define EBITDA as net (loss) income ~~(loss)~~ before interest expense, net; income tax (expense) benefit; and depreciation and amortization. We define Adjusted EBITDA as EBITDA, adjusted for the impact of certain other items that are either non-recurring, infrequent, non-cash, unusual, or items deemed by management to not be indicative of the performance of our core operations, including impairments of goodwill, intangible assets, and other long-lived assets; non-cash, share-based compensation; ~~sponsor fees;~~ loss on extinguishment of debt; fees related to debt modifications; the effect of interest rate derivatives; acquisition-related and integration costs; legal costs and settlements associated with acquisition matters; COVID-19 related costs; restructuring costs; other legal matters; and other system transition costs, professional fees and other costs. As non-GAAP financial measures, our computations

of EBITDA and Adjusted EBITDA may vary from similarly termed non-GAAP financial measures used by other companies, making comparisons with other companies on the basis of this measure impracticable.

Management believes our computations of EBITDA and Adjusted EBITDA are helpful in highlighting trends in our core operating performance. In determining which adjustments are made to arrive at EBITDA and Adjusted EBITDA, management considers both (1) certain non-recurring, infrequent, non-cash or unusual items, which can vary significantly from year to year, as well as (2) certain other items that may be recurring, frequent, or settled in cash but which management does not believe are indicative of our core operating performance. We use EBITDA and Adjusted EBITDA to assess operating performance and make business decisions.

We have incurred substantial acquisition-related costs and integration ~~costs in fiscal years 2022, 2021 and 2020.~~costs. The underlying acquisition activities take place over a defined timeframe, have distinct project timelines and are incremental to activities and costs that arise in the ordinary course of our business. Therefore, we believe it is important to exclude these costs from our Adjusted EBITDA because it provides management a normalized view of our core, ongoing operations after integrating our acquired companies, which is an important measure in assessing our performance.

Given our determination of adjustments in arriving at our computations of EBITDA and Adjusted EBITDA, these non-GAAP measures have limitations as analytical tools and should not be considered in isolation or as substitutes or alternatives to net income or loss, revenue, operating income or loss, cash flows from operating activities, total indebtedness or any other financial measures calculated in accordance with U.S. GAAP.

The following table reconciles net (loss) income to EBITDA and Adjusted EBITDA for the periods indicated:


	For the three-month periods ended					For the six-month periods ended					For the three-month periods ended
(dollars in thousands)	July 2, 2022			July 3, 2021		July 2, 2022			July 3, 2021		April 1, 2023			April 2, 2022
Net (loss) income	$	(473,887	)	$	1,260	$	(448,553	)	$	7,058	$	(31,998	)	$	25,334
Interest expense, net		22,776			19,201		45,078			41,549		35,883			22,302
Income tax (benefit) expense		(344	)		179		2,253			488
Income tax expense												1,566			2,597
Depreciation and amortization		6,038			5,170		11,857			10,018		4,041			5,819
EBITDA		(445,417	)		25,810		(389,365	)		59,113		9,492			56,052
Goodwill, intangible and other long-lived asset impairment		470,196			98		470,084			94		68			(112	)
Non-cash share-based compensation		5,781			5,168		10,596			5,880		2,442			4,815
Sponsor fees (1)		-			-		-			808
Loss on extinguishment of debt		-			8,918		-			8,918
Interest rate derivatives (2)		(4,845	)		737		(41,028	)		686
Acquisition-related costs and other costs (3)		(22	)		1,004		69			2,772
Integration costs (4)		6,496			4,649		13,243			8,118
Legal costs and settlements associated with acquisition matters (5)		1,470			475		2,509			1,050
COVID-related costs, net of reimbursement (6)		915			560		5,087			2,320
Interest rate derivatives (1)												11,922			(36,183	)
Acquisition-related costs (2)												70			91
Integration costs (3)												1,133			6,747
Legal costs and settlements associated with acquisition matters (4)												304			1,039
COVID-related costs, net of reimbursement (5)												-			4,172
Restructuring (6)												2,127			-
Other system transition costs, professional fees and other (7)		2,393			1,424		3,722			2,820		923			1,329
Total adjustments (8)	$	482,384		$	23,033	$	464,282		$	33,466	$	18,989		$	(18,102	)
Adjusted EBITDA	$	36,967		$	48,843	$	74,917		$	92,579	$	28,481		$	37,950

(1)

~~Represents management fees previously payable to our sponsors under our Management Agreement as defined in Note 13 –~~ ~~Related Party Transactions~~ within the notes accompanying our interim unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q. The Management Agreement terminated upon completion of our initial public offering.

~~(2)~~

Represents valuation adjustments and settlements associated with interest rate derivatives that are not included in interest expense, net. Such items are included in other income.

~~(3)~~(2)

Represents transaction costs incurred in connection with planned, completed, or terminated acquisitions, which include investment banking fees, legal diligence and related documentation costs, and finance and accounting diligence and documentation, as presented on the Company’s consolidated statements of operations.

~~(4)~~(3)

Represents (i) costs associated with our Integration Management Office, which focuses ~~solely~~ on our integration efforts and transformational projects such as systems conversions and implementations, material cost reduction and restructuring projects, among other things, of ~~$0.6~~$0.4 million and ~~$1.7~~$1.1 million for the ~~three and six-month~~three-month periods ended ~~July~~April 1, 2023 and April 2, 2022, ~~respectively; and $1.0 million and $1.9 million for the three and six-month periods ended July 3, 2021,~~ respectively; and (ii) transitionary costs incurred to integrate acquired companies into our field and corporate operations of ~~$5.9~~$0.7 million and ~~$11.5~~$5.6 million for the ~~three and six-month~~three-month periods ended ~~July~~April 1, 2023 and April 2, 2022, ~~respectively; and $3.7 million and $6.2 million for the three and six-month periods ended July 3, 2021,~~ respectively. Transitionary costs incurred to integrate acquired companies include IT consulting costs and related integration support costs; salary, severance and retention costs associated with duplicative acquired company personnel until such personnel are exited from the Company; accounting, legal and consulting costs; expenses and impairments related to the closure and consolidation of overlapping markets of acquired companies, including lease termination and relocation costs; costs associated with terminating legacy acquired company contracts and systems; and one-time costs associated with rebranding our acquired companies and locations to the Aveanna brand.

~~(5)~~(4)

Represents legal and forensic costs, as well as settlements associated with resolving legal matters arising during or as a result of our acquisition-related activities. This primarily includes costs of ~~$1.3 million and $2.3 million for the three and six-month periods ended July 2, 2022, respectively; and $0.5~~$0.1 million and $1.0 million for the ~~three and six-month~~three-month periods ended ~~July 3, 2021,~~April 1, 2023 and April 2, 2022, respectively, to comply with the U.S. Department of Justice, Antitrust Division’s grand jury subpoena related to nurse wages and hiring activities in certain of our markets, in connection with a terminated transaction.

~~(6)~~(5)

Represents costs incurred as a result of the COVID-19 environment, primarily including, but not limited to, (i) relief, vaccine, and hero pay provided to our caregivers; staffing and retention related incentives to attract and retain caregivers in the midst of the Omicron surge; and other incremental compensation costs; (ii) sick leave for our caregivers required by OSHA's Emergency Temporary Standard, costs required to comply with federal, state and local vaccination mandates and testing requirements, and worker compensation costs for mandated quarantine time; (iii) incremental PPE costs; and (iv) salary, severance and lease termination costs associated with workforce reductions necessitated by ~~COVID-19.~~COVID-19; net of temporary reimbursement rate increases provided by certain state Medicaid and Medicaid Managed Care programs which approximated $4.2 million for the three-month period ended April 2, 2022.

(6)

Represents costs associated with restructuring our branch and regional administrative footprint as well as our corporate overhead infrastructure costs for the three-month period ended April 1, 2023, in order to appropriately size our resources to current volumes, including: (i) branch and regional salary and severance costs; (ii) corporate salary and severance costs; and (iii) rent and lease termination costs associated with the closure of certain office locations.

(7)

Represents (i) costs associated with the implementation of, and transition to, new electronic medical record systems, ~~and~~ billing and collection systems, duplicative system costs while such transformational projects are in-process, and other system transition costs of ~~$1.5~~$0.7 million and ~~$3.1~~$1.6 million for ~~the three and six-month~~three-month periods ended ~~July~~April 1, 2023 and April 2, 2022, respectively, ~~and $0.3 million~~

~~for the three and six-month periods ended July 3, 2021;~~respectively; (ii) professional fees associated with preparation for Sarbanes-Oxley compliance ~~advisory fees associated with preparation for and execution of our initial public equity offering,~~ of $0.5 million and ~~$0.7~~$0.2 million for the ~~three and six-month~~three-month periods ended ~~July~~April 1, 2023 and April 2, 2022, ~~respectively; and $1.6 million and $3.6 million for the three and six-month periods ended July 3, 2021,~~ respectively; (iii) $(0.2) million of net gains on disposal of businesses during the ~~six-month~~three-month period ended ~~July~~April 2, 2022 (there were no such gains or losses in ~~any other period); (iv) costs associated with obtaining certificates of need and other denovo start-up costs of $0.2 million in~~ the ~~three and six-month periods ended July 2, 2022 (there were no such costs in any other period)~~current year); and ~~(v)~~(iv) certain other costs or (income) that are either non-cash or non-core to the Company’s ongoing operations of ~~$0.2~~$(0.3) million and ~~$(0.1)~~$(0.3) million for the ~~three and six-month~~three-month periods ended ~~July~~April 1, 2023 and April 2, 2022, ~~respectively; and $(0.5) million and $(1.1) million for the three and six-month periods ended July 3, 2021,~~ respectively.

(8)

The table below reflects the increase or decrease, and aggregate impact, to the line items included onin our consolidated statements of operations based upon the adjustments used in arriving at Adjusted EBITDA from EBITDA for the periods indicated:


	Impact to Adjusted EBITDA												Impact to Adjusted EBITDA
	For the three-month periods ended						For the six-month periods ended						For the three-month periods ended
(dollars in thousands)	July 2, 2022			July 3, 2021			July 2, 2022			July 3, 2021			April 1, 2023		April 2, 2022
Revenue	$	-		$	(135	)	$	-		$	(150	)	$	-	$	-
Cost of revenue, excluding depreciation and amortization		1,239			134			5,176			1,028			145		3,936
Branch and regional administrative expenses		2,174			1,759			3,565			1,959			1,641		1,390
Corporate expenses		13,710			10,617			26,816			18,363			4,874		13,107
Goodwill impairment		470,207			-			470,207			-
Acquisition-related costs		(22	)		1,004			69			2,772			70		91
Other operating income		1			-			(169	)		-
Loss on debt extinguishment		-			8,918			-			8,918
Other (income) expense		(4,925	)		736			(41,382	)		576
Other operating expense (income)														-		(170	)
Other (expense) income														12,259		(36,456	)
Total adjustments	$	482,384		$	23,033		$	464,282		$	33,466		$	18,989	$	(18,102	)

Field contribution and Field Contribution Margin

Field contribution and Field contribution margin are non-GAAP financial measures and are not intended to replace financial performance measures determined in accordance with U.S. GAAP, such as ~~operating income (loss).~~gross margin and gross margin percentage. Rather, we present Field contribution and Field contribution margin as supplemental measures of our performance. We define Field contribution as ~~operating income (loss) prior to corporate expenses~~gross margin less branch and ~~other non-field related costs, including depreciation and amortization, acquisition-related costs, and other operating~~regional administrative expenses. Field contribution margin is Field contribution as a percentage of revenue. As non-GAAP financial measures, our computations of Field contribution and Field contribution margin may vary from similarly termed non-GAAP financial measures used by other companies, making comparisons with other companies on the basis of these measures impracticable.

Field contribution and Field contribution margin have limitations as analytical tools and should not be considered in isolation or as substitutes or alternatives to gross margin, gross margin percentage, net income or loss, revenue, operating income or loss, cash flows from operating activities, total indebtedness or any other financial measures calculated in accordance with U.S. GAAP.

Management believes Field contribution and Field contribution margin are helpful in highlighting trends in our core operating performance and evaluating trends in our branch and regional results, which can vary from year to year. We use Field contribution and Field contribution margin to make business decisions and assess the operating performance and results delivered by our core field operations, prior to corporate and other costs not directly related to our field operations. These metrics are also important because they guide us in determining whether or not our branch and regional administrative expenses are appropriately sized to support our caregivers

3627

and direct patient care operations. Additionally, Field contribution and Field contribution margin determine how effective we are in managing our field supervisory and administrative costs associated with supporting our provision of services and sale of products.

The following table reconciles ~~operating income~~gross margin to Field contribution and Field contribution margin for the periods indicated:

For the three-month periods ended

For the six-month periods ended

(dollars in thousands)
July 2, 2022

July 3, 2021

July 2, 2022

July 3, 2021

Operating (loss) income
$
(456,381
)
$
30,294

$
(442,605
)
$
58,590

Other operating expense (income)

1

-

(169
)

-

Acquisition-related costs

(22
)

1,004

69

2,772

Depreciation and amortization

6,038

5,170

11,857

10,018

Goodwill impairment

470,207

-

470,207

-

Corporate expenses

36,202

32,401

72,769

59,800

Field contribution
$
56,045

$
68,869

$
112,128

$
131,180

Revenue
$
442,955

$
436,112

$
893,489

$
853,272

Field contribution margin

12.7
%

15.8
%

12.5
%

15.4
%


	For the three-month periods ended
(dollars in thousands)	April 1, 2023			April 2, 2022
Gross margin	$	144,465		$	144,826
Gross margin percentage		31.0	%		32.1	%
Branch and regional administrative expenses		91,708			88,743
Field contribution	$	52,757		$	56,083
Field contribution margin		11.3	%		12.4	%
Revenue	$	466,413		$	450,534

Liquidity and Capital Resources

Overview

Our principal sources of cash have historically been from cash provided by operating activities. Our principal source of liquidity in ~~excess of~~addition to cash ~~from~~provided by operating activities, or when we have used net cash in our operating activities, has historically been from proceeds from our credit facilities and issuances of common stock. In ~~May, 2021~~August 2022, we ~~raised net proceeds of $477.7~~drew $60.0 million ~~from~~under the Delayed Draw Term Loan Facility to replace cash on our ~~initial public offering, after deducting underwriting discounts and commissions and inclusive of our underwriters’ partial exercise of their overallotment option. We~~balance sheet previously used ~~$407.0 million of these proceeds~~ to ~~repay certain first lien and second lien debt obligations with the balance used for~~complete acquisitions in ~~2021 and general corporate purposes. In November 2021, we entered into~~ the ~~Securitization Facility (as defined below under "Indebtedness"), which we also use as a source~~fourth quarter of ~~liquidity for completing acquisitions and for working capital as needed.~~2021.

Our principal uses of cash and liquidity have historically been for acquisitions, interest and principal payments under our credit facilities, payments under our interest rate derivatives, and financing of working capital. Payment of interest and related fees under our credit facilities is currently the most significant use of our operating cash flow. Our goal is to use cashflow provided by operations primarily as a source of cash to supplement the purchase price for acquisitions.

As permitted by the CARES Act, we deferred payment of $46.8 million of payroll taxes to the Internal Revenue Service (“IRS”) in fiscal year 2020, which increased our net cash provided by operating activities and available cash on hand. Certain companies we acquired in fiscal years 2020 and 2021 had also deferred payroll taxes of $4.6 million in aggregate in fiscal year 2020. We did not defer any payroll taxes after December 31, 2020. In December 2021, we ~~used cash from operating activities to pay~~paid $25.9 million to the IRS, reducing our aggregate deferred payroll tax liabilities to $25.5 million, which we paid in full to the IRS in December 2022.

In connection with the enforcement of a $19.8 million legal judgment, in March 2023, $18.4 million of cash was garnished from the Company’s accounts via a writ of garnishment. In response, we promptly obtained and recorded an $18.4 million cash collateralized appellate bond with the court and filed a motion to dissolve the writ of garnishment and return the previously garnished funds. Subsequently in March 2023, the court dissolved the writ of garnishment and released the $18.4 million of cash back to Aveanna. With respect to the additional $18.4 million of cash collateral posted by us in support of the above-described appellate bond, in March 2023 we substituted $15.0 million of letters of credit for cash collateral previously posted, and we received $15.0 million of cash back in March 2023. The remaining $3.4 million of cash collateral supporting the appellate bond is recorded in other current assets in the accompanying financial statements and reduces cash available to us for general working capital purposes until the appeal process is concluded, which may take up to or more than 24 months. In March 2023, we drew on our Securitization Facility and Revolving Credit Facility to replace cash originally subject to garnishment and also to fund the appellate bond. We used the aggregate $33.4 million of cash subsequently returned in March 2023 to repay the related amounts previously drawn on the Revolving Credit Facility and Securitization Facility.

In response to a $7.9 million arbitration award rendered against us in connection with this civil litigation matter, we expect to fund up to $7.9 million of cash collateral for an appellate bond during our second fiscal quarter of 2023 while this matter is under appeal. This cash collateral will also reduce cash available to us for general working capital purposes until the appeal process is concluded. We intend to use available cash on hand or borrow under our Securitization Facility or Revolving Credit Facility to fund this cash collateral based on circumstances at the time of funding.

In connection with a settlement agreement we entered into in March 2023 with the sellers of Epic/Freedom LLC and other defendants (collectively, the “Defendants”), we funded approximately $6.8 million in April 2023 to an escrow account for the purposes of settling certain tax audits with the IRS, which are currently under appeal with the IRS. At such time as ~~of July 2, 2022. This remaining balance must~~the audits are concluded, these escrowed funds will be used to satisfy any additional amounts due to the IRS or paid to the ~~IRS on or before December 31, 2022.~~

~~Certain of our acquired home health and hospice companies received advance payments from CMS in April 2020 pursuant~~Seller. To the extent that any additional amounts due to the ~~CARES Act. Receipt of~~IRS exceed the ~~advances did not increase our net cash provided by operating activities in 2020~~escrowed funds, we as the taxpayer, will be required to fund such amounts, ~~reduced~~but we have contractual rights to reimbursement from the ~~respective purchase prices of those acquired companies. Gross advances received by acquired companies totaled $15.7 million.~~Defendants. We ~~began repaying the gross amount of the advances during~~expect these tax matters to conclude in the second ~~quarter~~half of fiscal year ~~2021,~~2023.

For additional information with respect to the foregoing litigation matters, please see "Litigation and Other Current Liabilities" set forth in Note 10 to our unaudited consolidated financial statements contained in this Quarterly Report on Form 10-Q.

At April 1, 2023 we had ~~repaid all such advances as of July 2, 2022. We repaid $12.2~~$34.4 million in cash on hand, $20.0 million available to us under our Securitization Facility and approximately $162.0 million of ~~such advances~~borrowing capacity under the Revolving Credit Facility. Available borrowing capacity under the Revolving Credit Facility is subject to a maintenance leverage covenant that becomes effective if more than 30% of the total commitment is utilized, subject to a $15.0 million carve-out for letters of credit. We believe that borrowing capacity under the Revolving Credit Facility will decrease in the second fiscal ~~year 2021 and $3.5 million during~~quarter of 2023 due to the ~~six months ended July 2, 2022.~~impact of the maintenance leverage covenant.

We believe that our operating cash flows, available cash on hand, and availability under our Securitization Facility and ~~credit facilities~~Revolving Credit Facility will be sufficient to meet our cash requirements for at least the next twelve months. Our future capital requirements will depend on many factors that are difficult to predict, including the size, timing and structure of any future acquisitions, future capital investments and future results of operations. We cannot assure you that cash provided by operating activities or cash and cash equivalents on hand will be sufficient to meet our future needs. If we are unable to generate sufficient cash flows from operations in the future, we may have to obtain additional financing. If we obtain additional capital by issuing equity, the interests of our existing stockholders will be diluted. If we incur additional indebtedness, that indebtedness may contain significant financial and other covenants that may significantly restrict our operations. We cannot assure you that we could obtain refinancing or additional financing on favorable terms or at all.

We evaluate our liquidity based upon our current cash balances, the availability we have under our credit facilities in addition to the net cash provided by or (used in) operating, investing and financing activities. Specifically, we review the activity under the Securitization

Facility and Revolving Credit Facility (as defined below under "Indebtedness") and consider period end balances outstanding under each. Based upon the outstanding borrowings and letters of credit under the Securitization Facility and Revolving Credit Facility, we calculate the aggregate availability for borrowings under such facilities. Such amount, in addition to cash on our balance sheet, is what we consider to be our “Total Liquidity.”

~~The following table provides a calculation of our Total Liquidity for the six-month periods ended July 2, 2022 and July 3, 2021, respectively:~~

For the six-month periods ended

(dollars in thousands)
July 2, 2022

July 3, 2021

Securitization rollforward

Beginning securitization balance
$
120,000

$
-

Draws

40,000

-

Repayments

(10,000
)

-

Ending securitization balance

150,000

-

Calculation of securitization availability

Securitization limit

150,000

-

Less: outstanding securitization balance

150,000

-

End of period securitization availability

-

-

Revolving Credit Facility rollforward

Beginning Revolving Credit Facility balance

-

-

Draws

15,000

-

Repayments

-

-

Ending Revolving Credit Facility balance

15,000

-

Calculation of revolving credit facility availability

Revolving Credit Facility limit

200,000

200,000

Less: outstanding Revolving Credit Facility balance

(15,000
)

-

Less: outstanding letters of credit

(17,565
)

(19,817
)
End of period Revolving Credit Facility availability

167,435

180,183

End of period cash balance

17,463

106,549

Total Liquidity, end of period
$
184,898

$
286,732

Cash Flow Activity

The following table sets forth a summary of our cash flows from operating, investing, and financing activities for the ~~six-month~~three-month periods presented:


	For the six-month periods ended						For the three-month periods ended
(dollars in thousands)	July 2, 2022			July 3, 2021			April 1, 2023			April 2, 2022
Net cash used in operating activities	$	(29,357	)	$	(13,621	)
Net cash provided by (used in) operating activities							$	7,495		$	(9,476	)
Net cash used in investing activities	$	(18,456	)	$	(108,583	)	$	(4,800	)	$	(16,643	)
Net cash provided by financing activities	$	34,786		$	91,408		$	12,521		$	13,068

Operating Activities

The primary sources or uses of our operating cash flow are operating income or operating losses, ~~net of any goodwill impairments that we record,~~ as well as any other significant non-cash items such as depreciation, amortization and share-based compensation, ~~less~~and cash paid for interest. The timing of collections of accounts receivable and the payment of accounts payable, other accrued liabilities and accrued payroll ~~and employee benefits~~ can also impact and cause fluctuations in our operating cash flow. Cash ~~used~~provided by operating activities increased by ~~$15.7~~$17.0 million ~~during~~in the ~~six month period ended July 2, 2022~~first quarter of 2023 compared to the ~~six month period ended July 3, 2021,~~first quarter of 2022, primarily due to:

•

a decrease in operating income during the 2022 six-month period as compared to the 2021 six-month period, net of changes in significant non-cash items such as goodwill impairment, depreciation and amortization, and share-based compensation;

•

the ~~comparative usage of cash of $10.5 million related to the timing of billing and collection of accounts receivable during the comparable six month periods;~~

•

~~an increase in cash paid for interest from $36.9 million to $42.4 million during the comparable six month periods, net of:~~

•

~~the comparative~~ provision of cash ~~of $22.2 million related to the timing of payment of accounts payable and other accrued liabilities~~ associated with ~~significant~~operating assets and liabilities over the comparable periods, primarily the deferral of one month of interest under our term loans which we typically pay on a monthly basis, and a one-time deferral of cash payments ~~made in the first six months of 2021~~under employee medical plans as we transitioned to ~~professional services vendors.~~a self-insured plan.

Days Sales Outstanding (“DSO”)

DSO provides us with a gauge to measure the timing of cash collections against accounts receivable and related revenue. DSO is derived by dividing our average patient accounts receivable for the fiscal period by our average daily revenue for the fiscal period. The timing of billing and collecting on our receivables can be affected by many factors, including the annual revalidation of third-party insurance in our PDS business which typically occurs in the first quarter of each year; pre-claim reviews and post-claim reviews associated with Medicare's Review Choice Demonstration Program; acquisition and system transition activities; among other things. The collection cycle for ~~the businesses within~~ our HHH segment is generally longer than that of our PDS segment, primarily due to longer billing cycles for HHH, which is generally billed in thirty day ~~increments, is also generally longer than the businesses within our PDS segment.~~increments. The following table presents our trailing five quarter ~~consolidated~~ DSO for the respective periods:

July 3,
2021

October 2, 2021

January 1, 2022

April 2, 2022

July 2, 2022

Days Sales Outstanding

41.6

43.4

44.9

46.5

50.0


	April 2, 2022		July 2, 2022		September 30, 2023		December 31, 2022		April 1, 2023
Days Sales Outstanding		46.5		50.0		47.8		44.5		45.2

Investing Activities

Net cash used in investing activities was ~~$18.5~~$4.8 million for the ~~six-month~~three-month period ended ~~July 2, 2022,~~April 1, 2023, as compared to ~~$108.6~~$16.6 million for the ~~six-month~~three-month period ended ~~July 3, 2021.~~April 2, 2022. The primary ~~drivers~~driver of the ~~$90.1~~$11.8 million decrease in cash used ~~during~~in the ~~comparable six months~~current period was ~~a decrease of $101.3 million of cash used for acquisitions, net of a~~the $11.7 million premium paid for an interest rate cap in February 2022.

Financing Activities

Net cash provided by financing activities decreased by ~~$56.6~~$0.6 million, from ~~$91.4 million net cash provided during the six-month period ended July 3, 2021 to $34.8 million provided for the six-month period ended July 2, 2022. The $34.8~~$13.1 million net cash provided for the ~~first six months of~~three-month period ended April 2, 2022 to $12.5 million for the three-month period ended April 1, 2023. The $0.6 million decrease was primarily ~~related to the following items:~~attributable to:

•

~~$30.0~~a $5.3 million increase in cash inflows from settlements with interest rate swap counterparties over the comparable periods; offset by

•

a comparable decrease of $5.0 million in net borrowings under our Securitization ~~Facility;~~Facility in our most recently completed quarter.

•

~~$15.0 million in borrowings under our Revolving Credit Facility; offset by~~

•

~~$8.4 million in principal payments on our term loans and notes payable.~~

~~The $91.4 million net cash provided by financing activities in the first six months of 2021 was primarily related to the following items~~

•

~~$477.7 million in net proceeds from the IPO;~~

•

~~$65.3 million in proceeds from the incremental second lien term loan issued to finance the Doctor’s Choice acquisition; which were offset by~~

•

~~$414.6 million in aggregate principal payments on our term loans and notes payable, including $407.0 million of principal payments made with proceeds from the IPO;~~

•

~~the return of $29.4 million of Provider Relief Funds and state sponsored relief funds; and~~

•

~~payment of $5.4 million in deferred offering costs associated with the IPO.~~

~~Purchases of Property and Equipment (capital expenditures)~~

~~We manage our capital expenditures based upon a percentage of revenue. Our capital expenditures expressed as a percentage of revenue were as follows for the six-month periods presented:~~

•

~~$6.0 million, or 0.7% of revenue for the six-month period ended July 2, 2022; and~~

•

~~$6.1 million, or 0.7% of revenue for the three-month period ended July 3, 2021.~~

~~We typically plan for capital expenditures equal to 1.0% of revenue, and capital expenditures. For the fiscal year ended January 1, 2022, our capital expenditures approximated 1.0% of revenue.~~

Indebtedness

We typically incur term loan indebtedness to finance our acquisitions, and we borrow under our Securitization Facility and Revolving Credit Facility from time to time for working capital purposes, as well as to finance acquisitions, as needed. The following table presents

our current and long-term obligations under our credit facilities as of ~~July~~April 1, 2023 and April 2, 2022, ~~and July 3, 2021,~~ as well as related interest expense for the three month periods ended ~~July~~April 1, 2023 and April 2, 2022, ~~and July 3, 2021,~~ respectively:

Current and Long-term

Interest Expense

(dollars in thousands)
Obligations

For the six-month periods ended

Instrument
July 2, 2022

July 3, 2021

Interest Rate
July 2, 2022

July 3, 2021

Initial First Lien Term Loan (1)
$
-

$
560,137

L + 4.25%
$
-

$
14,776

First Lien First Amendment Term Loan (1)

-

216,028

L + 5.50%

-

7,071

First Lien Fourth Amendment Term Loan (1)

-

84,075

L + 6.25%

-

5,546

Second Lien Term Loan (1)

-

-

L + 8.00%

-

7,252

2021 Extended Term Loan (2)

853,550

-

L + 3.75%

19,119

-

Delayed Draw Term Loans (2) (3)

-

-

L + 3.75%

3,792

-

Term Loan - Second Lien Term Loan (2)

415,000

-

L + 7.00%

16,085

-

Revolving Credit Facility (2)

15,000

-

L + 3.75%

429

285

Securitization Facility (4)

150,000

-

BSBY + 2.00%

1,807

-

Amortization of debt issuance costs

-

-

3,527

5,838

Other

-

-

524

919

Total Indebtedness
$
1,433,550

$
860,240

$
45,283

$
41,687

Weighted Average Interest Rate (5)

6.3
%

5.8
%


	Current and Long-term							Interest Expense
(dollars in thousands)	Obligations							For the three-month periods ended
Instrument	April 1, 2023			December 31, 2022			Interest Rate	April 1, 2023		April 2, 2022
2021 Extended Term Loan (1)(2)	$	906,650		$	908,950		L + 3.75%	$	19,238	$	11,113
Term Loan - Second Lien Term Loan (1)		415,000			415,000		L + 7.00%		12,208		7,868
Revolving Credit Facility (1)		-			-		L + 3.75%		253		173
Securitization Facility (3)		155,000			140,000		BSBY + 2.25%		2,538		1,213
Amortization of debt issuance costs		-			-				1,421		1,740
Other		-			-				300		257
Total Indebtedness	$	1,476,650		$	1,463,950			$	35,958	$	22,364
Weighted Average Interest Rate (4)		9.5	%		8.9	%

(1)

~~Variable rate debt instruments which accrue interest at a rate equal to the LIBOR rate (subject to a minimum of 1.00%), plus an applicable margin.~~

~~(2)~~

Variable rate debt instruments which accrue interest at a rate equal to the LIBOR rate (subject to a minimum of 0.50%), plus an applicable margin.

~~(3)~~(2)

~~No amounts were outstanding on~~Interest associated with the 2021 Extended Term Loan includes commitment fees of $1.9 million in the three-month period ended April 2, 2022 to maintain availability of the Delayed Draw Term Loan Facility ("DDTL") ~~at July 2, 2022, however,~~. The Company terminated the ~~Company incurred~~DDTL commitment ~~fees of $3.8 million during the six-month period ended July 2, 2022~~ in ~~order to maintain the availability of the DDTL.~~November 2022.

~~(4)~~(3)

Variable rate debt instrument that accrues interest at a rate equal to the Bloomberg Short-term Bank Yield Index (“BSBY”) plus an applicable margin.

~~(5)~~(4)

Represents the weighted average annualized interest rate based upon the outstanding balances at ~~July~~April 1, 2023 and April 2, 2022, ~~and July 3, 2021,~~ respectively, and the applicate interest rates at that date.

We were in compliance with all financial covenants and restrictions related to existing credit facilities at ~~July 2, 2022.~~

On March 11, 2021, we amended our senior secured revolving credit facility under the First Lien Credit Agreement (the “Revolving Credit Facility”) to increase the maximum availability to $200.0 million, subject to the occurrence of an initial public offering prior to December 31, 2021, which was completed on May 3, 2021. The amendment also extended the maturity date to April ~~29, 2026 upon completion of the IPO and subject to the completion of the refinancing of our terms loans, which occurred with the Extension Amendment (as defined below).~~

On May 3, 2021, we completed our initial public offering, and with a portion of the proceeds received, paid an aggregate principal amount of $307.0 million to repay in full all outstanding obligations under our prior second lien credit agreement, including the incremental amount borrowed in connection with financing the acquisition of Doctor’s Choice, thereby terminating such agreement. In addition, on May 4, 2021, we repaid $100.0 million in principal amount of our outstanding indebtedness under our First Lien Credit Agreement (as defined below).

On May 4, 2021, following completion of the initial public offering and satisfaction of the other applicable conditions precedent, the maximum availability of our Revolving Credit Facility increased from $75.0 million to $200.0 million. In connection with this increase in capacity, we incurred debt issuance costs of $1.6 million, which we capitalized and included in other long-term assets.

On July 15, 2021 we entered into an Extension Amendment (the “Extension Amendment”) to our First Lien Credit Agreement, originally dated as of March 16, 2017, with Barclays Bank, as administrative agent, the collateral agent, a letter of credit issuer, and swingline lender, and the lenders and other agents party thereto from time to time (as amended to date, the “First Lien Credit Agreement”). The Extension Amendment converted outstanding balances under all remaining first lien term loans into a single term loan in an aggregate principal amount of $860.0 million (the “2021 Extended Term Loan”), and extended the maturity date to July 2028. The Extension Amendment also provided for a delayed draw term loan facility (the “Delayed Draw Term Loan Facility”) in an aggregate principal amount of $200.0 million, which permits us to incur senior secured first lien term loans (the “Delayed Draw Term Loans”) from time to time until July 15, 2023, in each case subject to certain terms and conditions. The Delayed Draw Term Loan Facility was undrawn as of January 1, ~~and April 2, 2022, and any future draws thereunder would mature in July 2028.~~

For the 2021 Extended Term Loan and the Delayed Draw Term Loans, we can elect, at our option, the applicable interest rate for borrowings using a variable interest rate based on either LIBOR (subject to a minimum of 0.50%), prime or federal funds rate (“Annual Base Rate” 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, which are subject to certain adjustments as set forth in the First Lien Credit Agreement. Undrawn portions of the Delayed Draw Term Loan Facility incur a commitment fee of 50% of the LIBOR margin of 3.75% beginning 45 days after the amendment date, and the full LIBOR margin beginning 90 days after the amendment date.

On July 15, 2021, we also amended our interest rate swap agreements to extend the expiration dates to June 30, 2026 and reduce the fixed rate paid under the swaps. As amended, our swap rate decreased to 2.08% from 3.107%, with a reduction in the LIBOR floor under the swaps from 1.00% to 0.50%. The notional amount under the interest rate swaps remains at $520.0 million. We also entered into a three-year, $340.0 million notional interest rate cap agreement with a cap rate of 1.75%. in July, 2021, which we sold in November 2021.

On August 9, 2021, we entered into the Seventh Amendment to the First Lien Credit Agreement to reduce the interest rates applicable to loans under the Revolving Credit Facility. As amended, such revolving loans bear interest, at our 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.

On November 12, 2021, we entered into a three-year Securitization Facility (the "Securitization Facility") which increases the Company’s borrowing capacity by collateralizing a portion of our patient accounts receivable at favorable interest rates relative to our 2021 Extended Term Loan. The maximum amount available under the Securitization Facility is $150.0 million, subject to maintenance of certain borrowing base requirements. Borrowings under this facility carry variable interest rates tied to BSBY plus an applicable margin. Please see Note 6 – ~~Securitization Facility, to the unaudited consolidated financial statements, contained in Part I, Item 1 of this Quarterly Report on Form 10-Q for further discussion related to the Securitization Facility.~~

On December 10, 2021, we entered into a Second Lien Credit Agreement (the “Second Lien Credit Agreement” and together with the First Lien Credit Agreement, the “Senior Secured Credit Facilities”) with a syndicate of lending institutions and Barclays Bank, as administrative agent and collateral agent, which provides for a second lien term loan (the “Second Lien Term Loan”) in an aggregate principal amount of $415.0 million, which matures on December 10, 2029. The Second Lien Term Loan bears interest at a rate per annum equal to, at our 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 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%.2023.

On February 9, 2022 we entered into a five-year, $880.0 million notional interest rate cap agreement with a cap rate of 3.0%. The cap agreement expires in February 2027 and provides that the counterparty will pay us the amount by which LIBOR exceeds 3.0% in a given measurement period.

~~On August 8, 2022, we amended our Securitization Facility to increase the maximum amount available to $175.0 million, subject to maintaining certain borrowing base requirements. Please see Note 16 -~~ ~~Subsequent Events, to the interim unaudited consolidated financial statements, contained in Part I, Item 1 of this Quarterly Report on Form 10-Q.~~

On August 9, 2022, we borrowed $60.0 million under the Delayed Draw Term Loan Facility to replace cash on our balance sheet previously used to complete acquisitions in the fourth quarter of fiscal year 2021. ~~The~~On November 16, 2022, we terminated the remaining ~~available amount of $140.0 million under the~~ Delayed Draw Term ~~Loans is available until July 15,~~Loan Facility of $140.0 million.

On March 23, 2023 ~~subject~~we amended the agreement governing our Revolving Credit Facility to ~~certain~~increase the sublimit for letters of credit to $40.0 million from $30.0 million. The other terms ~~and conditions.~~of the Revolving Credit Facility remained unchanged by such amendment.

In July 2017, the U.K. Financial Conduct Authority, the regulator of the LIBOR, indicated that it will no longer require banks to submit rates to the LIBOR administrator after 2021 (“LIBOR Phaseout”). This announcement signaled that the calculation of LIBOR and its continued use could not be guaranteed after 2021 and the anticipated cessation date is June 30, 2023. A change away from LIBOR may

impact our ~~Senior Secured Credit Facilities.~~senior secured credit facilities. We continue to monitor developments related to the LIBOR transition and/or identification of an alternative, market-accepted rate. The impact related to any changes cannot be predicted at this time.

Contractual Obligations

Our contractual obligations consist primarily of long-term debt obligations, interest payments, operating and financing leases. These contractual obligations impact our short-term and long-term liquidity and capital needs. As of ~~July 2, 2022,~~April 1, 2023, there were no material

changes to our contractual obligations from those described in our Annual Report on Form 10-K for the fiscal year ended ~~January 1,~~December 31, 2022.

Critical Accounting Estimates

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Estimates” and our consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended ~~January 1,~~December 31, 2022 for accounting policies and related estimates we believe are the most critical to understanding our consolidated financial statements, financial condition and results of operations and which require complex management judgment and assumptions, or involve uncertainties. These critical accounting estimates include patient services and product revenue; business combinations; goodwill; and insurance reserves. There have been no changes to our critical accounting estimates or their application since the date of our Annual Report on Form 10-K for the fiscal year ended ~~January 1, 2022 unless noted herein.~~

~~Goodwill~~

We perform an impairment test for goodwill and indefinite-lived intangible assets at least annually or more frequently if adverse events or changes in circumstances indicate that the asset may be impaired. We perform our annual goodwill impairment test on the first day of the fourth quarter of each fiscal year for each of our reporting units. Tests are performed more frequently if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. The impairment test is a single-step process. The process requires us to estimate and compare the fair value of a reporting unit to its carrying amount, including goodwill. If the fair value exceeds the carrying amount, the goodwill is not considered impaired. To the extent a reporting unit’s carrying amount exceeds its fair value, the reporting unit’s goodwill is deemed impaired, and an impairment charge is recognized based on the excess of a reporting unit’s carrying amount over its fair value. The fair value of the reporting units is measured using Level 3 inputs such as operating cash flows and market data.

A reporting unit is either an operating segment or one level below the operating segment, referred to as a component. When the components within our operating segments have similar economic characteristics, we aggregate the components of our operating segments into one reporting unit. Since quoted market prices for our reporting units are not available, we apply judgment in determining the fair value of these reporting units for purposes of performing the goodwill impairment test. For both interim and annual goodwill impairment tests, we engage a third-party valuation firm to assist management in calculating a reporting unit’s fair value, 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 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 impairment in future fiscal periods.

We performed an interim impairment test during the second quarter of fiscal year 2022 as a result of publicly updating our fiscal year 2022 earnings guidance due to continued challenges in the labor markets, including both shortages in workforce and inflationary wage pressures which have not abated and which we expect to persist. Based on the interim impairment test, we determined that the carrying value of five of our six reporting units across our three segments exceeded their respective fair values and we accordingly recorded an aggregate goodwill impairment charge of $470.2 million during the three-month period ended July 2,December 31, 2022.

~~We can provide no assurance that our goodwill will not become subject to impairment in any future period.~~

Item 3. Quantitative and Qualitative Disclosures About Market Risk

~~We are subject to market risk related to changes in interest rates under our variable rate debt instruments, which are primarily indexed to LIBOR and have~~Not required for a LIBOR floor of 50 basis points. The LIBOR interest rate as of July 2, 2022 was approximately 1.80%. Our outstanding variable rate indebtedness at July 2, 2022 was $1,434 million. We have interest rate swap agreements in place with an aggregate notional amount of $520 million that convert $520 million of our variable rate debt to a fixed rate to manage this risk. We also have interest rate cap agreements in place with an aggregate notional amount of $880 million that cap the LIBOR interest rate of our variable rate debt at 3%. The notional amounts of such swap and cap agreements represent balances used to calculate the exchange of cash flows and are not our assets or liabilities. We do not enter into such arrangements for trading purposes.smaller reporting company.

Based on our outstanding indebtedness and the effect of our interest rate swap agreements at July 2, 2022, a 100 basis point increase in interest rates would cause interest expense to increase by approximately $9.1 million annually. Based on current market interest

expectations, we believe it is likely that interest rates will increase over the next twelve months and that we will incur all or more than the above $9.1 million in incremental interest expense over the next twelve months as compared to the last twelve months.

In 2017, the United Kingdom's Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021. However, in March 2021, the Ice Benchmark Administration announced that it will continue to publish the U.S. overnight, one-month, three-month, six-month and 12-month LIBOR through at least June 30, 2023. In July 2021, the Alternative Reference Rates Committee formally recommended the use of the CME's Group's forward-looking SOFR as a replacement to LIBOR. The credit agreements governing our variable rate indebtedness were entered into or amended and restated in fiscal year 2021. Such credit agreements currently include mechanisms pursuant to which the underlying interest rates will be determined according to an alternative index that replaces LIBOR. Because there is still great uncertainty in the market with respect to the elimination of LIBOR and the potential transition to a replacement rate, the impact of such changes on our future debt repayment obligations, results of operations and financial condition remains uncertain.

~~See Note 5 –~~ ~~Long-Term Obligations, and Note 6 –~~ ~~Securitization Facility, to the unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q for information on the material terms of our long-term debt.~~

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We have established disclosure controls and procedures which are designed to provide reasonable assurance of achieving their objectives and to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, disclosed and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. This information is also accumulated and communicated to our management and Board of Directors to allow timely decisions regarding required disclosure.

~~In connection with~~As of the ~~preparation~~end of the period covered by this ~~Quarterly Report on Form 10-Q, as of July 2, 2022,~~report, we conducted an evaluation, under the supervision and with the participation of our ~~management, including our~~ principal executive officer and principal financial officer, ~~we conducted an evaluation~~ of the effectiveness of the design and operation of our disclosure controls and procedures as ~~such term is~~ defined ~~under Rules~~in Rule 13a-15(e) and 15d-15(e) ~~promulgated~~ under the Securities Exchange ~~Act.~~

Act of 1934 (the "Exchange Act"). Based on this evaluation, our principal executive officer and principal financial officer concluded that, ~~our~~as of the end of such period such disclosure controls and procedures were not effective, atsolely as a ~~reasonable assurance level~~result of a previously reported material weakness.

Notwithstanding the foregoing, there were no changes to previously issued financial statements, and management did not identify any misstatements in our financial statements as a result of ~~July 2, 2022,~~this material weakness. Our principal executive officer and principal financial officer believe that the ~~end of the period covered by~~interim unaudited consolidated financial statements included in this Quarterly Report on Form ~~10-Q.~~10-Q fairly present, in all material respects, our financial condition, results of operations and cash flows as of and for the periods presented in accordance with U.S. GAAP.

~~We have not engaged an independent registered public accounting firm to perform an audit~~

A material weakness is a deficiency, or a combination of ~~our~~deficiencies, in internal control over financial reporting, assuch that there is a reasonable possibility that a material misstatement of ~~any balance sheet date~~our annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, the material weakness is due to control deficiencies related to the overall information technology general controls ("ITGCs") for ~~any period reported in our financial statements. Presently, we are a non-accelerated filer~~both user access and ~~therefore our~~program change management ~~has not yet been required to perform an annual assessment~~for systems supporting all of the ~~effectiveness of our~~Company's internal control processes and controls, controls over ~~financial reporting. This requirement will become applicable with~~the completeness and accuracy of information used in business process controls and management review controls. Our business process controls (automated and manual), and management review controls were also deemed ineffective because they are adversely impacted by these ineffective ITGCs.

As previously described in Part II Item 9A of our Annual Report on Form 10-K for the fiscal year ~~ending~~ended December 31, 2022, ~~at which time~~management is in the process of implementing its remediation plan. Our remediation efforts include: (i) implementation of a new revenue system; (ii) changes to our ~~independent registered public accounting firm will be required to attest to~~ITGCs in the ~~effectiveness~~areas of ~~our~~user access and program change-management for systems supporting all of the Company’s internal control processes to ensure that internal controls are designed and operating effectively; and (iii) training and educating the control owners on ITGC policies concerning the principles and requirements of each control, with a focus on those related to user access and change-management over IT systems impacting financial ~~reporting as~~reporting. We believe that these actions will remediate the foregoing material weakness. The material weakness will not be considered remediated, however, until the applicable controls operate for a sufficient period of ~~December 31, 2022.~~time, and management has concluded, through testing, that these controls are operating effectively.

Changes in Internal Control over Financial Reporting

~~There have been~~Except for the actions intended to remediate the material weakness as described above, there were no changes in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) that have occurred during the three-month period ended ~~July 2, 2022,~~April 1, 2023, that have materially impacted, or are reasonably likely to materially impact, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls or our internal controls over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls’ effectiveness to future periods are subject to risks. Over time, controls may

become inadequate because of changes in conditions or deterioration in the degree of compliance with policies and procedures. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and, based on an evaluation of our controls and procedures, our principal executive officer and our principal financial officer concluded our disclosure controls and procedures were effective at a reasonable assurance level as of July 2, 2022, the end of the period covered by this Quarterly Report on Form 10-Q.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

Information in response to this Item is included in “Part I – Item 1 - Note 1110 – Commitments and Contingencies” and is incorporated by reference into this Part II Item 1 of this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

There have been no material changes to the risk factors described in the Item 1A of our Annual Report on Form 10-K for the fiscal year ended ~~January 1,~~December 31, 2022.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

On November 12, 2021, the Company (through a wholly owned special purpose entity, Aveanna SPV I, LLC) entered into a securitization facility (the "Securitization Facility") pursuant to a Receivables Financing Agreement with a bank, with a termination date of November 12, 2024.None.

On August 8, 2022, the Company entered into the second amendment to the Receivable Financing Agreement (the "Amendment") which increased the maximum amount available under the Securitization Facility from $150.0 million to $175.0 million, subject to maintaining certain borrowing base requirements. All borrowings under the Securitization Facility carry variable interest rates tied to BSBY plus an applicable margin. The foregoing description of the Amendment is only a summary and is qualified in its entirety by reference to the complete text of the Amendment, which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and incorporated by reference in this Item 5.

Item 6. Exhibits

The following exhibits are filed or furnished herewith:


Exhibit Number		Description

10.1*10.1		~~Second~~ Amendment No. 8 to the ~~Receivable Financing~~First Lien Credit Agreement, dated ~~August 8, 2022,~~as of March 3, 2023, by and among Aveanna ~~SPV I, LLC, as borrower, Aveanna~~ Healthcare LLC, ~~as initial servicer, PNC~~Barclays Bank ~~National Association,~~PLC as administrative agent and ~~PNC Capital Markets LLC, as structuring agent.~~other lenders, agents, and guarantors party thereto.
31.1		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Pursuant to Item 601(a)(5) of Regulation S-K, schedules and similar attachments to this exhibit have been omitted because they do not contain information material to an investment or voting decision and such information is not otherwise discussed in such exhibit. The Company will supplementally provide a copy of any omitted schedule or similar attachment to the U.S. Securities and Exchange Commission or its staff upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	Aveanna Healthcare Holdings Inc.

Date: ~~August 10, 2022~~May 11, 2023	By:	/s/ ~~Tony Strange~~Jeff Shaner
		~~Tony Strange~~Jeff Shaner Chief Executive Officer
		(Principal Executive Officer)

Date: ~~August 10, 2022~~May 11, 2023	By:	/s/ David Afshar
		David Afshar
		Chief Financial Officer (Principal Financial and Accounting Officer)


	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


	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


	July 3, 2021		October 2, 2021		January 1, 2022		April 2, 2022		July 2, 2022
Days Sales Outstanding		41.6		43.4		44.9		46.5		50.0

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company