8-K
0001832332false00018323322021-11-152021-11-15

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 15, 2021

 

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Aveanna Healthcare Holdings Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-40362

81-4717209

(State or Other Jurisdiction

of Incorporation)

(Commission File

Number)

(IRS 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)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

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. ☐

 

 

 


 

Item 2.02 Results of Operations and Financial Condition.

On November 15, 2021, Aveanna Healthcare Holdings Inc. (“we,” “us,”, “our” or the “Company”) issued a press release announcing its financial results for the three and nine-month periods ended October 2, 2021. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Item 2.02.

The information contained in this Item 2.02, including in Exhibit 99.1 attached hereto, is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except to the extent such other filing specifically incorporates such information by reference.

Item 7.01 Regulation FD Disclosure.

 

On November 15, 2021, we also made available a financial presentation to investors for a series investor meetings. A copy of the presentation is attached hereto as Exhibit 99.2 and incorporated by reference in this Item 7.01. A copy of the presentation is also available on our website at ir.aveanna.com.

The information contained in Item 2.02 of this Current Report on Form 8-K is incorporated by reference in this Item 7.01.

The information contained in this Item 7.01, including in Exhibit 99.1 and in Exhibit 99.2 attached hereto, is “furnished” and not “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference in another filing under the Exchange Act or the Securities Act, except to the extent such other filing specifically incorporates such information by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

Number

 

Description

99.1

 

 

Press Release dated November 15, 2021 announcing the Company’s financial results for the three and nine-month periods ended October 2, 2021

99.2

 

Aveanna Investor Presentation - November 15, 2021

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 


 

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: November 15, 2021

 

By:

/s/ David Afshar

 

 

 

David Afshar

 

 

 

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

 


EX-99.1

Exhibit 99.1

 

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AVEANNA HEALTHCARE HOLDINGS ANNOUNCES

THIRD-QUARTER 2021 FINANCIAL RESULTS

 

Third Quarter 2021 Highlights

 

Revenue Increased 12.4% to $411.3 Million
Gross Margin Increased 22.4% to $139.7 Million
Net Income of $2.1 Million, or $0.01 per Diluted Share
Adjusted Net Income per Diluted Share of $0.11
Adjusted EBITDA Increased 14.6% to $45.8 Million
Agrees to Acquire Comfort Care on September 27 (HHH, approximately $97 million revenue)
Agrees to Acquire Accredited on November 12 (PDS, approximately $115 million revenue)

 

 

Atlanta, Georgia (November 15, 2021) – Aveanna Healthcare Holdings, Inc. (NASDAQ: AVAH), a leading, diversified home care platform focused on providing care to medically complex, high-cost patient populations, today announced financial results for the three and nine-month periods ended October 2, 2021.

Tony Strange, Chief Executive Officer, commented "We are pleased with our solid results in the third quarter, where we delivered another consecutive quarter of double-digit growth on both the top and bottom line. The high demand for our services, as well as the support we are receiving from state and federal governments, underscores our value proposition over the long-term. Despite the temporary headwinds related to labor pressures, our team continues to demonstrate great discipline in managing our margins while investing into the growth of our caregivers. We also continue to execute on our M&A strategy despite a challenging macro backdrop, and have optimized our capital structure to support our M&A strategy, as well as provide us with enhanced operational and financial flexibility. We are pleased with our overall results and our runway to continue to build shareholder value.”

 

Three-Month Periods Ended October 2, 2021 and September 26, 2020

 

Revenue was $411.3 million for the third quarter of 2021, as compared to $366.0 million for the third quarter of 2020, an increase of $45.3 million, or 12.4%. This increase was primarily driven by significant growth in our Home Health & Hospice (“HHH”) segment with a $42.3 million, or 902.1%, increase in HHH revenue as a result of strong acquisition-related activity.

Gross margin was $139.7 million, or 34.0% of revenue, for the third quarter of 2021, as compared to $114.1 million, or 31.2% of revenue, for the third quarter of 2020, an increase of $25.6 million, or 22.4%. The gross margin expansion relative to our revenue growth rate was primarily attributable to a 7.5% increase in our PDS spread rate, from $10.37 in the third quarter of 2020 to $11.18 in the third quarter of 2021.

 

Net income was $2.1 million for the third quarter of 2021, as compared to a net loss of $7.4 million for the third quarter of 2020, and net income per diluted share was $0.01 for the third quarter of 2021, as compared to a net loss per diluted share of $0.05 for the third quarter of 2020. Adjusted net income per diluted share was $0.11 for the third quarter of 2021, as compared to $0.09 for the third quarter of 2020.

 

Adjusted EBITDA was $45.8 million, or 11.1% of revenue, for the third quarter of 2021 as compared to $40.0 million, or 10.9% of revenue, for the third quarter of 2020, an increase of $5.8 million, or 14.6%.

 

 

 

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Nine-Month Periods Ended October 2, 2021 and September 26, 2020

 

Revenue was $1,264.5 million for the first nine months of 2021, as compared to $1,072.8 million for the first nine months of 2020, an increase of $191.7 million, or 17.9%. This increase was driven by growth across all segments, including:

 

a $63.9 million, or 6.6%, increase in Private Duty Services ("PDS") revenue to $1,027.6 million;
a $114.8 million, or 830.3%, increase in HHH revenue to $128.6 million; and
a $13.0 million, or 13.7%, increase in Medical Solutions ("MS") revenue to $108.3 million.

Gross margin was $418.0 million, or 33.1% of revenue, for the first nine months of 2021, as compared to $328.3 million, or 30.6% of revenue, for the first nine months of 2020, an increase of $89.7 million, or 27.3%.

 

Net income was $9.1 million for the first nine months of 2021, as compared to a net loss of $47.3 million for the first nine months of 2020, and net income per diluted share was $0.05 for the first nine months of 2021, as compared to a net loss per diluted share of $0.34 for the first nine months of 2020. Adjusted net income per diluted share was $0.31 for the first nine months of 2021 as compared to $0.19 for the first nine months of 2020.

 

Adjusted EBITDA was $138.4 million, or 10.9% of revenue, for the first nine months of 2021 as compared to $107.2 million, or 10.0% of revenue, for the first nine months of 2020, an increase of $31.2 million, or 29.1%.

 

Recent Developments

 

Amendment of First Lien Credit Agreement; entry into Receivables Financing Agreement

 

On July 15, 2021, we amended our First Lien Credit Agreement to convert our outstanding first lien term loans into a single term loan in an aggregate principal amount of $860.0 million and also reduced interest rates. As amended, the agreement also provides for a delayed draw term loan facility of $200.0 million to be used in connection with acquisitions.
On November 12, 2021, we entered into a Receivables Financing Agreement (the "Securitization Facility") with availability up to $150.0 million at a lower cost of capital relative to our first lien term loan. We intend to draw $120.0 million under the Securitization Facility to fund planned acquisitions.

 

Cash flow and Liquidity

 

Cash flow from operations was $35.8 million for the third quarter, turning our operating cashflow positive to $22.2 million for the nine-months ended October 2, 2021.
As of October 2, 2021, we had cash of $121.7 million and bank debt of $860.0 million, with $180.2 million of available borrowing capacity under our revolving credit facility. We also had $200.0 million of availability under our delayed draw term loan facility for future acquisitions.
Our new Securitization Facility also provides incremental liquidity of up to $150 million.

David Afshar, Chief Financial Officer, commented “We are pleased with our strong cash flow from operations for the third quarter, which resulted from hard work on many fronts by all our Aveanna team members. Together with the capital structure improvements we have continued to make, this provides Aveanna with additional liquidity and capacity in support of our acquisition strategy.

M&A Update

 

On September 27, 2021, we entered into an agreement to acquire Comfort Care for $345.0 million. Comfort Care, with adult home health and hospice operations in Alabama and Tennessee, had approximately $97.5 million of revenue in the twelve months ended June 30, 2021. The transaction is expected to close in the fourth quarter of 2021.
On November 14, 2021, we entered into an agreement to acquire Accredited Nursing Services for a base purchase price of $180.0 million, plus up to $45.0 million of potential additional consideration which will be funded to a purchase price escrow at close. The purchase price escrow is subject to adjustment based on a final reconciliation of actual volumes for the three-month period of September, 2021 to November, 2021. Accredited, with PDS operations in California had approximately $114.8 million of revenue in the twelve months ended August, 2021. This transaction is also expected to close in the fourth quarter of 2021.
Our pipeline continues to be active with numerous HHH and PDS opportunities that we are actively exploring.

 

Rod Windley, Executive Chairman, commented, “We are extremely excited about the pending acquisitions of Comfort Care and Accredited. Both transactions are consistent with our strategy of building density in our existing markets. Comfort Care continues building on our already successful entry into the Medicare Home Health and Hospice space, while Accredited provides us with continued

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accelerated growth in our PDS segment. We anticipate closing both acquisitions in early December and having each fully integrated into our operations within the next six to eight months."

Full Year 2021 Guidance

Based on our operating results for the third quarter and expected operating trends in the fourth quarter, we are adjusting our full year 2021 revenue guidance to:

Revenue of $1,675 million to $1,680 million (from not less than $1,745 million previously)

We are not providing guidance on net income at this time due to the volatility of certain required inputs that are not available without unreasonable efforts, including future fair value adjustments associated with our interest rate swaps.

We are affirming our prior guidance that Adjusted EBITDA is anticipated to be not less than $185 million.

 

 

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Non-GAAP Financial Measures

In addition to our results of operations prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), we also evaluate our financial performance using EBITDA, Adjusted EBITDA, Field contribution, Field contribution margin, Adjusted corporate expense, Adjusted net income and Adjusted net income per diluted share. Given our determination of adjustments in arriving at our computations, 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 GAAP.

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 GAAP, such as net income (loss). Rather, we present EBITDA and Adjusted EBITDA as supplemental measures of our performance. We define EBITDA as net 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 us 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; the discontinuation of our ABA Therapy services; non-acquisition related legal settlements; 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.

We believe 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, we consider 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 we do not believe are indicative of our core operating performance. We use EBITDA and Adjusted EBITDA to assess operating performance and make business decisions.

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

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 GAAP, such as operating income (loss). 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 and other non-field related costs, including depreciation and amortization, acquisition-related costs, and other operating 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.

We believe 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 our branch and regional administrative expenses are appropriately sized to support our caregivers 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.

Adjusted corporate expenses

Adjusted corporate expenses is a non-GAAP financial measure and is not intended to replace financial performance measures determined in accordance with GAAP, such as corporate expenses. Rather, we present adjusted corporate expenses as a supplemental measure of our performance. We define Adjusted corporate expenses as corporate expenses adjusted for the impact of certain other items that are either non-recurring, infrequent, non-cash, unusual, or items deemed by us to not be indicative of the performance of our core operations, including non-cash, share-based compensation; sponsor fees; acquisition-related and integration costs; legal costs and settlements associated with acquisition matters; COVID related costs, net of reimbursement; and other system transition costs, professional fees and

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other costs. As non-GAAP financial measures, our computations of adjusted corporate expenses 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.

We believe Adjusted corporate expenses is helpful in highlighting trends in our corporate support function, which can vary from year to year. We use Adjusted corporate expenses to make business decisions in determining whether or not our corporate expenses is appropriately sized to support our caregivers and direct patient care operations. Excluding the aforementioned items from corporate expenses that are either non-recurring, infrequent, non-cash, unusual, or items deemed by us to not be indicative of the performance of our core operations allows us to evaluate adjusted corporate expenses in relation to the support necessary for our caregivers and direct patient care operations.

Adjusted net income and Adjusted net income per diluted share

Adjusted net income represents net income as adjusted for the impact of GAAP income tax, goodwill, intangible and other long-lived asset impairment charges, non-cash share-based compensation expense, sponsor fees, loss on extinguishment of debt, interest rate derivatives, acquisition-related costs, integration costs, legal costs, COVID-related costs net of reimbursement, ABA exited operations, other system transition costs, professional fees and certain other miscellaneous items on a pre-tax basis. Adjusted net income includes a provision for income taxes derived utilizing a combined statutory tax rate. The combined statutory tax rate is our estimate of our long-term tax rate. The most comparable GAAP measure is net income.

Adjusted net income per diluted share represents adjusted net income on a per diluted share basis using the weighted-average number of diluted shares outstanding for the period. The most comparable GAAP measure is net income per share, diluted.

Adjusted net income and Adjusted net income per diluted share are important to us because they allow us to assess financial results, exclusive of the items mentioned above that are not operational in nature or comparable to those of our competitors.

Conference Call

Aveanna will host a conference call on Tuesday, November 16, 2021, at 10:00 a.m. Eastern Time to discuss our third quarter results. The conference call can be accessed live over the phone by dialing 1-877-407-0789, or for international callers, 1-201-689-8562. A telephonic replay of the conference call will be available until November 23, 2021, by dialing 1-844-512-2921, or for international callers, 1-412-317-6671. The passcode for the replay is 13724184. A live webcast of our conference call will also be available under the Investor Relations section of our website: https://ir.aveanna.com/. The online replay will also be available for one week following the call.

Forward-Looking Statements

Certain matters discussed in this press release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements (other than statements of historical facts) in this press release regarding our prospects, plans, financial position, business strategy and expected financial and operational results may constitute forward-looking statements. Forward-looking statements generally can be identified by the use of terminology such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “seek,” “will,” “may,” “should,” “predict,” “project,” “potential,” “continue” or the negatives of these terms or variations of them or similar expressions. These statements are based on certain assumptions that we have made in light of 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. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. Forward-looking statements involve a number of risks and uncertainties that may cause actual results to differ materially from those expressed or implied by such forward-looking statements, such as our ability to successfully execute our growth strategy, including through organic growth and the completion of acquisitions, effective integration of the companies we acquire, unexpected costs of acquisitions and dispositions, the possibility that expected cost synergies may not materialize as expected, the failure of Aveanna or the companies we acquire to perform as expected, estimation inaccuracies in revenue recognition, our ability to drive margin leverage through lower costs, unexpected increases in SG&A and other expenses, changes in reimbursement, changes in government regulations, changes in Aveanna’s relationships with referral sources, increased competition for Aveanna’s services or wage inflation, changes in the interpretation of government regulations or discretionary determinations made by government officials, uncertainties regarding the outcome of rate discussions with managed care organizations and our ability to effectively collect our cash from these organizations, our ability to effectively bill and collect under new Electronic Visit Verification regulations, changes in tax rates, the impact of adverse weather, the impact to our business operations, reimbursements and patient population were the COVID-19 environment to worsen, and other risks set forth under the heading “Risk Factors” in Aveanna‘s Registration Statement on Form S-1, as amended, filed with the Securities and Exchange Commission and which was declared effective on April 28, 2021, which is available at www.sec.gov. In addition, these forward-looking statements necessarily depend upon assumptions, estimates and dates that may prove to be incorrect or imprecise. Accordingly, forward-looking statements included in this press release do not purport to be predictions of future events or circumstances, and actual results may differ materially from those expressed by forward-looking statements. All forward-looking statements speak only as of the date made, and Aveanna undertakes no

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obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

About Aveanna Healthcare

Aveanna Healthcare is headquartered in Atlanta, Georgia and has locations in 30 states providing a broad range of pediatric and adult healthcare services including nursing, rehabilitation services, occupational nursing in schools, therapy services, day treatment centers for medically fragile and chronically ill children and adults, home health and hospice services, 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. For more information, please visit www.aveanna.com.

 

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Cash Flow and Information about Indebtedness

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

 

 

For the Nine-Month Periods Ended

 

(dollars in thousands)

October 2, 2021

 

 

September 26, 2020

 

Net cash provided by operating activities

$

22,188

 

 

$

118,117

 

Net cash used in investing activities

$

(113,508

)

 

$

(61,501

)

Net cash provided by financing activities

$

75,683

 

 

$

212,319

 

Cash and cash equivalents at beginning of period

$

137,345

 

 

$

3,327

 

Cash and cash equivalents at end of period

$

121,708

 

 

$

272,262

 

 

The following table presents our long-term indebtedness as of October 2, 2021:

 

(dollars in thousands)

 

 

 

 

Instrument

Interest Rate

 

October 2, 2021

 

2021 Extended Term Loan

 L + 3.75%

 

$

860,000

 

Revolving Credit Facility

 L + 3.75%

 

 

-

 

Total Credit Facility Debt

 

 

$

860,000

 

Less: unamortized debt issuance costs

 

 

 

(21,726

)

Net Credit Facility Debt

 

 

$

838,274

 

L = Greater of 0.50% or one-month LIBOR

 

 

 

 

 

 

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Results of Operations

Three and Nine-Month Periods Ended October 2, 2021 Compared to the Three and Nine-Month Periods Ended September 26, 2020

The following table summarizes our consolidated results of operations for the three and nine-month periods indicated (amounts in thousands, except per share data):

 

 

For the Three-Month Periods Ended

 

For the Nine-Month Periods Ended

 

 

October 2, 2021

 

September 26, 2020

 

October 2, 2021

 

September 26, 2020

 

Revenue

$

411,276

 

$

366,003

 

$

1,264,548

 

$

1,072,803

 

Cost of revenue, excluding depreciation and amortization

 

271,534

 

 

251,873

 

 

846,534

 

 

744,503

 

Branch and regional administrative expenses

 

76,370

 

 

59,641

 

 

223,462

 

 

174,455

 

Corporate expenses

 

37,873

 

 

32,493

 

 

97,673

 

 

81,039

 

Goodwill impairment

 

-

 

 

-

 

 

-

 

 

75,727

 

Depreciation and amortization

 

5,145

 

 

3,922

 

 

15,163

 

 

12,339

 

Acquisition-related costs

 

2,007

 

 

4,510

 

 

4,779

 

 

4,679

 

Other operating expenses

 

-

 

 

687

 

 

-

 

 

1,274

 

Operating income (loss)

 

18,347

 

 

12,877

 

 

76,937

 

 

(21,213

)

Interest income

 

44

 

 

38

 

 

182

 

 

247

 

Interest expense

 

(12,106

)

 

(19,065

)

 

(53,793

)

 

(58,972

)

Loss on debt extinguishment

 

(4,784

)

 

-

 

 

(13,702

)

 

(73

)

Other (expense) income

 

(511

)

 

(1,723

)

 

(1,088

)

 

35,608

 

Income (loss) before income taxes

 

990

 

 

(7,873

)

 

8,536

 

 

(44,403

)

Income tax benefit (expense)

 

1,100

 

 

471

 

 

612

 

 

(2,915

)

Net income (loss)

$

2,090

 

$

(7,402

)

$

9,148

 

$

(47,318

)

Income (loss) per share:

 

 

 

 

 

 

 

 

Net income (loss) per share, basic

$

0.01

 

$

(0.05

)

$

0.06

 

$

(0.34

)

Weighted average shares of common stock outstanding, basic

 

184,554

 

 

142,123

 

 

165,877

 

 

140,559

 

Net income (loss) per share, diluted

$

0.01

 

$

(0.05

)

$

0.05

 

$

(0.34

)

Weighted average shares of common stock outstanding, diluted

 

188,246

 

 

142,123

 

 

170,667

 

 

140,559

 

 

The following tables summarize our consolidated key performance measures, including Field contribution and Field contribution margin, which are non-GAAP measures, for the three and nine-month periods indicated:

 

 

For the Three-Month Periods Ended

 

(dollars in thousands)

October 2, 2021

 

September 26, 2020

 

Change

 

% Change

 

Revenue

$

411,276

 

$

366,003

 

$

45,273

 

 

12.4

%

Cost of revenue, excluding depreciation and amortization

 

271,534

 

 

251,873

 

 

19,661

 

 

7.8

%

Gross margin

$

139,742

 

$

114,130

 

$

25,612

 

 

22.4

%

Gross margin percentage

 

34.0

%

 

31.2

%

 

 

 

 

Branch and regional administrative expenses

 

76,370

 

 

59,641

 

 

16,729

 

 

28.0

%

Field contribution

$

63,372

 

$

54,489

 

$

8,883

 

 

16.3

%

Field contribution margin

 

15.4

%

 

14.9

%

 

 

 

 

Corporate expenses

$

37,873

 

$

32,493

 

$

5,380

 

 

16.6

%

As a percentage of revenue

 

9.2

%

 

8.9

%

 

 

 

 

Operating income

$

18,347

 

$

12,877

 

$

5,470

 

 

42.5

%

As a percentage of revenue

 

4.5

%

 

3.5

%

 

 

 

 

 

8

 


 

For the Nine-Month Periods Ended

 

(dollars in thousands)

October 2, 2021

 

September 26, 2020

 

Change

 

% Change

 

Revenue

$

1,264,548

 

$

1,072,803

 

$

191,745

 

 

17.9

%

Cost of revenue, excluding depreciation and amortization

 

846,534

 

 

744,503

 

 

102,031

 

 

13.7

%

Gross margin

$

418,014

 

$

328,300

 

$

89,714

 

 

27.3

%

Gross margin percentage

 

33.1

%

 

30.6

%

 

 

 

 

Branch and regional administrative expenses

 

223,462

 

 

174,455

 

 

49,007

 

 

28.1

%

Field contribution

$

194,552

 

$

153,845

 

$

40,707

 

 

26.5

%

Field contribution margin

 

15.4

%

 

14.3

%

 

 

 

 

Corporate expenses

$

97,673

 

$

81,039

 

$

16,634

 

 

20.5

%

As a percentage of revenue

 

7.7

%

 

7.6

%

 

 

 

 

Operating income (loss)

$

76,937

 

$

(21,213

)

$

98,150

 

 

-462.7

%

As a percentage of revenue

 

6.1

%

 

-2.0

%

 

 

 

 

 

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)

October 2, 2021

 

September 26, 2020

 

Change

 

% Change

 

 

Revenue

$

327,133

 

$

328,985

 

$

(1,852

)

 

-0.6

%

 

Cost of revenue, excluding depreciation and amortization

 

226,540

 

 

231,454

 

 

(4,914

)

 

-2.1

%

 

Gross margin

$

100,593

 

$

97,531

 

$

3,062

 

 

3.1

%

 

Gross margin percentage

 

30.7

%

 

29.6

%

 

 

 

1.1

%

(4)

Hours

 

8,998

 

 

9,409

 

 

(411

)

 

-4.4

%

 

Revenue rate

$

36.36

 

$

34.96

 

$

1.40

 

 

3.8

%

(1)

Cost of revenue rate

$

25.18

 

$

24.60

 

$

0.58

 

 

2.3

%

(2)

Spread rate

$

11.18

 

$

10.37

 

$

0.81

 

 

7.5

%

(3)

 

 

 

 

 

 

 

 

 

 

 

HHH

 

 

 

For the Three-Month Periods Ended

 

 

(dollars and admissions/episodes in thousands)

October 2, 2021

 

September 26, 2020

 

Change

 

% Change

 

 

Revenue

$

47,000

 

$

4,690

 

$

42,310

 

 

902.1

%

 

Cost of revenue, excluding depreciation and amortization

 

24,130

 

 

2,774

 

 

21,356

 

 

769.9

%

 

Gross margin

$

22,870

 

$

1,916

 

$

20,954

 

 

1093.6

%

 

Gross margin percentage

 

48.7

%

 

40.9

%

 

 

 

7.8

%

(4)

Home health total admissions (5)**

 

11.6

 

**

 

**

 

**

 

 

Home health episodic admissions (6)**

 

7.1

 

**

 

**

 

**

 

 

Home health total episodes (7)**

 

10.5

 

**

 

**

 

**

 

 

Home health revenue per completed episode (8)**

$

2,894

 

**

 

**

 

**

 

 

 

 

 

 

 

 

 

 

 

 

 

MS

 

 

 

For the Three-Month Periods Ended

 

 

(dollars and UPS in thousands)

October 2, 2021

 

September 26, 2020

 

Change

 

% Change

 

 

Revenue

$

37,143

 

$

32,328

 

$

4,815

 

 

14.9

%

 

Cost of revenue, excluding depreciation and amortization

 

20,864

 

 

17,645

 

 

3,219

 

 

18.2

%

 

Gross margin

$

16,279

 

$

14,683

 

$

1,596

 

 

10.9

%

 

Gross margin percentage

 

43.8

%

 

45.4

%

 

 

 

-1.6

%

(4)

Unique patients served (“UPS”)

 

78

 

 

70

 

 

8

 

 

11.4

%

 

Revenue rate

$

476.19

 

$

461.83

 

$

14.36

 

 

3.5

%

(1)

Cost of revenue rate

$

267.49

 

$

252.07

 

$

15.42

 

 

6.8

%

(2)

Spread rate

$

208.71

 

$

209.76

 

$

(1.06

)

 

-0.5

%

(3)

 

 

9

 


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

 

 

PDS

 

 

 

For the Nine-Month Periods Ended

 

 

(dollars and hours in thousands)

October 2, 2021

 

September 26, 2020

 

Change

 

% Change

 

 

Revenue

$

1,027,640

 

$

963,694

 

$

63,946

 

 

6.6

%

 

Cost of revenue, excluding depreciation and amortization

 

719,435

 

 

683,492

 

 

35,943

 

 

5.3

%

 

Gross margin

$

308,205

 

$

280,202

 

$

28,003

 

 

10.0

%

 

Gross margin percentage

 

30.0

%

 

29.1

%

 

 

 

0.9

%

(4)

Hours

 

28,828

 

 

27,338

 

 

1,490

 

 

5.5

%

 

Revenue rate

$

35.65

 

$

35.25

 

$

0.40

 

 

1.1

%

(1)

Cost of revenue rate

$

24.96

 

$

25.00

 

$

(0.04

)

 

-0.2

%

(2)

Spread rate

$

10.69

 

$

10.25

 

$

0.44

 

 

4.5

%

(3)

 

 

 

 

 

 

 

 

 

 

 

HHH

 

 

 

For the Nine-Month Periods Ended

 

 

(dollars and admissions/episodes in thousands)

October 2, 2021

 

September 26, 2020

 

Change

 

% Change

 

 

Revenue

$

128,589

 

$

13,823

 

$

114,766

 

 

830.3

%

 

Cost of revenue, excluding depreciation and amortization

 

67,224

 

 

8,273

 

 

58,951

 

 

712.6

%

 

Gross margin

$

61,365

 

$

5,550

 

$

55,815

 

 

1005.7

%

 

Gross margin percentage

 

47.7

%

 

40.2

%

 

 

 

7.5

%

(4)

Home health total admissions (5)**

 

29.1

 

**

 

**

 

**

 

 

Home health episodic admissions (6)**

 

18.0

 

**

 

**

 

**

 

 

Home health total episodes (7)**

 

26.5

 

**

 

**

 

**

 

 

Home health revenue per completed episode (8)**

$

2,894

 

**

 

**

 

**

 

 

 

 

 

 

 

 

 

 

 

 

 

MS

 

 

 

For the Nine-Month Periods Ended

 

 

(dollars and UPS in thousands)

October 2, 2021

 

September 26, 2020

 

Change

 

% Change

 

 

Revenue

$

108,319

 

$

95,286

 

$

13,033

 

 

13.7

%

 

Cost of revenue, excluding depreciation and amortization

 

59,875

 

 

52,738

 

 

7,137

 

 

13.5

%

 

Gross margin

$

48,444

 

$

42,548

 

$

5,896

 

 

13.9

%

 

Gross margin percentage

 

44.7

%

 

44.7

%

 

 

 

0.0

%

(4)

Unique patients served (“UPS”)

 

229

 

 

210

 

 

19

 

 

9.0

%

 

Revenue rate

$

473.01

 

$

453.74

 

$

19.27

 

 

4.7

%

(1)

Cost of revenue rate

$

261.46

 

$

251.13

 

$

10.33

 

 

4.5

%

(2)

Spread rate

$

211.55

 

$

202.61

 

$

8.94

 

 

4.9

%

(3)

 

The following table summarizes our key performance measures for our HHH segment on a sequential basis for the current fiscal year:

 

 

HHH Sequential Trend

 

 

 

For the Three-Month Periods Ended

 

 

(dollars and admissions/episodes in thousands)

October 2, 2021

 

July 3, 2021

 

April 3, 2021

 

 

Revenue

$

47,000

 

$

50,071

 

$

31,518

 

 

Cost of revenue, excluding depreciation and amortization

 

24,130

 

 

25,765

 

 

17,329

 

 

Gross margin

$

22,870

 

$

24,306

 

$

14,189

 

 

Gross margin percentage

 

48.7

%

 

48.5

%

 

45.0

%

(4)

Home health total admissions (5)**

 

11.6

 

 

11.7

 

 

5.8

 

 

Home health episodic admissions (6)**

 

7.1

 

 

7.1

 

 

3.8

 

 

Home health total episodes (7)**

 

10.5

 

 

10.3

 

 

5.7

 

 

Home health revenue per completed episode (8)**

$

2,894

 

$

2,894

 

$

2,962

 

 

 

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 revenue rate, plus the change in cost of revenue rate attributable to the change in volume.

10

 


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 (or quarter over quarter).
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.

** We entered the home health business in the fourth fiscal quarter of 2020. The metrics presented for the periods presented pertain to the home health component of the Home Health and Hospice segment. These metrics do not pertain to the hospice portion of this segment or certain other Medicare services provided in this segment, both of which are not material in the aggregate.

The following table reconciles operating income to Field contribution and Field contribution margin:

 

 

For the Three-Month Periods Ended

 

For the Nine-Month Periods Ended

 

(dollars in thousands)

October 2, 2021

 

September 26, 2020

 

October 2, 2021

 

September 26, 2020

 

Operating income (loss)

$

18,347

 

$

12,877

 

$

76,937

 

$

(21,213

)

Other operating expenses

 

-

 

 

687

 

 

-

 

 

1,274

 

Acquisition-related costs

 

2,007

 

 

4,510

 

 

4,779

 

 

4,679

 

Depreciation and amortization

 

5,145

 

 

3,922

 

 

15,163

 

 

12,339

 

Goodwill impairment

 

-

 

 

-

 

 

-

 

 

75,727

 

Corporate expenses

 

37,873

 

 

32,493

 

 

97,673

 

 

81,039

 

Field contribution

$

63,372

 

$

54,489

 

$

194,552

 

$

153,845

 

Revenue

$

411,276

 

$

366,003

 

$

1,264,548

 

$

1,072,803

 

Field contribution margin

 

15.4

%

 

14.9

%

 

15.4

%

 

14.3

%

The following table reconciles net income to EBITDA and Adjusted EBITDA:

 

 

For the Three-Month Periods Ended

 

For the Nine-Month Periods Ended

 

(dollars in thousands)

October 2, 2021

 

September 26, 2020

 

October 2, 2021

 

September 26, 2020

 

Net income (loss)

$

2,090

 

$

(7,402

)

$

9,148

 

$

(47,318

)

Interest expense, net

 

12,062

 

 

19,027

 

 

53,611

 

 

58,725

 

Income tax (benefit) expense

 

(1,100

)

 

(471

)

 

(612

)

 

2,915

 

Depreciation and amortization

 

5,145

 

 

3,922

 

 

15,163

 

 

12,339

 

EBITDA

 

18,197

 

 

15,076

 

 

77,310

 

 

26,661

 

Goodwill, intangible and other long-lived asset impairment

 

15

 

 

822

 

 

109

 

 

77,293

 

Non-cash stock-based compensation

 

4,262

 

 

436

 

 

10,142

 

 

2,176

 

Sponsor fees (1)

 

-

 

 

807

 

 

808

 

 

2,422

 

Loss on extinguishment of debt

 

4,784

 

 

-

 

 

13,702

 

 

73

 

Bank fees related to debt modifications

 

7,178

 

 

4,265

 

 

7,178

 

 

4,265

 

Interest rate derivatives (2)

 

566

 

 

1,637

 

 

1,252

 

 

14,399

 

Acquisition-related costs and other costs (3)

 

2,007

 

 

4,475

 

 

4,779

 

 

7,164

 

Integration costs (4)

 

4,364

 

 

1,996

 

 

12,482

 

 

3,841

 

Legal costs and settlements associated with acquisition matters (5)

 

70

 

 

2,277

 

 

1,120

 

 

(45,746

)

COVID-related costs, net of reimbursement (6)

 

2,009

 

 

5,733

 

 

4,329

 

 

9,556

 

ABA exited operations (7)

 

-

 

 

1,917

 

 

-

 

 

4,254

 

Other system transition costs, professional fees and other (8)

 

2,358

 

 

529

 

 

5,178

 

 

820

 

Total adjustments (9)

$

27,613

 

$

24,894

 

$

61,079

 

$

80,517

 

Adjusted EBITDA

$

45,810

 

$

39,970

 

$

138,389

 

$

107,178

 

 

11

 


The following table reconciles Corporate expenses to Adjusted corporate expenses:

 

 

For the Three-Month Periods Ended

 

For the Nine-Month Periods Ended

 

(dollars in thousands)

October 2, 2021

 

September 26, 2020

 

October 2, 2021

 

September 26, 2020

 

Corporate expenses

$

37,873

 

$

32,493

 

$

97,673

 

$

81,039

 

Non-cash stock-based compensation

 

(3,355

)

 

(385

)

 

(8,180

)

 

(2,009

)

Sponsor fees (1)

 

-

 

 

(807

)

 

(808

)

 

(2,422

)

Bank fees related to debt modifications

 

(7,178

)

 

(4,265

)

 

(7,178

)

 

(4,265

)

Acquisition-related costs and other costs (3)

 

-

 

 

12

 

 

-

 

 

(2,227

)

Integration costs (4)

 

(3,759

)

 

(1,963

)

 

(11,408

)

 

(3,821

)

Legal costs and settlements associated with acquisition matters (5)

 

14

 

 

(2,277

)

 

(1,120

)

 

(4,254

)

COVID-related costs, net of reimbursement (6)

 

(35

)

 

(855

)

 

(256

)

 

(1,421

)

Other system transition costs, professional fees and other (8)

 

(1,921

)

 

(618

)

 

(5,647

)

 

(1,036

)

Total adjustments

 

(16,234

)

 

(11,158

)

 

(34,597

)

 

(21,455

)

Adjusted corporate expenses

$

21,639

 

$

21,335

 

$

63,076

 

$

59,584

 

Adjusted corporate expenses as a percentage of revenue

 

5.3

%

 

5.8

%

 

5.0

%

 

5.6

%

The following table reconciles net income to Adjusted net income and presents Adjusted net income per diluted share:

 

 

For the Three-Month Periods Ended

 

For the Nine-Month Periods Ended

 

(dollars in thousands, except share and per share data)

October 2, 2021

 

September 26, 2020

 

October 2, 2021

 

September 26, 2020

 

Net income (loss)

$

2,090

 

$

(7,402

)

$

9,148

 

$

(47,318

)

Income tax (benefit) expense

 

(1,100

)

 

(471

)

 

(612

)

 

2,915

 

Goodwill, intangible and other long-lived asset impairment

 

15

 

 

822

 

 

109

 

 

77,293

 

Non-cash stock-based compensation

 

4,262

 

 

436

 

 

10,142

 

 

2,176

 

Sponsor fees (1)

 

-

 

 

807

 

 

808

 

 

2,422

 

Loss on extinguishment of debt

 

4,784

 

 

-

 

 

13,702

 

 

73

 

Bank fees related to debt modifications

 

7,178

 

 

4,265

 

 

7,178

 

 

4,265

 

Interest rate derivatives (2)

 

566

 

 

1,637

 

 

1,252

 

 

14,399

 

Acquisition-related costs and other costs (3)

 

2,007

 

 

4,475

 

 

4,779

 

 

7,164

 

Integration costs (4)

 

4,364

 

 

1,996

 

 

12,482

 

 

3,841

 

Legal costs and settlements associated with acquisition matters (5)

 

70

 

 

2,277

 

 

1,120

 

 

(45,746

)

COVID-related costs, net of reimbursement (6)

 

2,009

 

 

5,733

 

 

4,329

 

 

9,556

 

ABA exited operations (7)

 

-

 

 

1,917

 

 

-

 

 

4,254

 

Other system transition costs, professional fees and other (8)

 

2,358

 

 

529

 

 

5,178

 

 

820

 

Total adjustments

 

26,513

 

 

24,423

 

 

60,467

 

 

83,432

 

Adjusted pre-tax net income

 

28,603

 

 

17,021

 

 

69,615

 

 

36,114

 

Income tax provision on adjusted pre-tax income (10)

 

(7,151

)

 

(4,425

)

 

(17,404

)

 

(9,390

)

Adjusted net income

$

21,452

 

$

12,596

 

$

52,211

 

$

26,724

 

Weighted average shares outstanding, diluted

 

188,246

 

 

142,123

 

 

170,667

 

 

140,559

 

Adjusted net income per diluted share (11)

$

0.11

 

$

0.09

 

$

0.31

 

$

0.19

 

 

The following footnotes are applicable to tables above that reconcile (i) Net income to EBITDA and Adjusted EBITDA, (ii) Corporate expenses to Adjusted corporate expenses and (iii) Net income to Adjusted net income. The adjustments to reconcile Corporate expenses to Adjusted corporate expenses only represent the amounts that were recorded within Corporate expenses.

 

1)
Represents annual management fees payable to our sponsors under our Management Agreement as defined in Note 12 – Related Party Transactions within the notes accompanying our consolidated financial statements included in our Quarterly Report on Form 10-Q. The Management Agreement terminated in accordance with its terms upon completion of our initial public offering.
2)
Represents costs associated with interest rate derivatives not included in interest expense which were included in other income.
3)
Represents (i) 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

12

 


documentation, as presented on the Company’s consolidated statements of operations, of $2.0 million and $4.8 million for the three and nine-month periods ended October 2, 2021, respectively; and $4.5 million and $4.7 million for the three and nine-month periods ended September 26, 2020, respectively, and (ii) corporate salary and severance costs in connection with our January 2020 corporate restructuring in response to a terminated transaction of $0.0 million and $2.5 million for the three and nine-month periods ended September 26, 2020, respectively; there were no such costs for the third quarter 2021.
4)
Represents (i) costs associated with our Integration Management Office, which focuses solely on our integration efforts, of $0.9 million and $2.8 million of the three and nine-month periods ended October 2, 2021, respectively, and $0.9 million and $2.1 million for the three and nine-month periods ended September 26, 2020, respectively; and (ii) transitionary costs incurred to integrate acquired companies into our field and corporate operations of $3.5 million and $9.7 million for the three and nine-month periods ended October 2, 2021, respectively, and $1.1 million and $1.7 million for the three and nine-month periods ended September 26, 2020, 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)
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 includes costs associated with pursuing and resolving certain claims in connection with acquisition-related legal matters, as well as a $50.0 million settlement received pertaining to one such matter in the first quarter 2020. It also includes costs of $0.1 million and $1.1 million for the three and nine-month periods ended October 2, 2021, respectively, and $0.8 million and $2.4 million for the three and nine-month periods ended September 26, 2020, 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)
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 and other incremental compensation costs; (ii) sick leave for our caregivers required by OSHA's Emergency Temporary Standard and costs required to comply with federal, state and local vaccination mandates and testing requirements; (iii) incremental PPE costs; (iv) salary, severance and lease termination costs associated with workforce reductions necessitated by COVID-19; and (v) costs of remote workforce enablement, all of which totaled $2.0 million and $4.5 million for the three and nine-month periods ended October 2, 2021, respectively, and $7.1 million and $12.7 million for the three and nine-month periods ended September 26, 2020, respectively; net of temporary reimbursement rate increases provided by certain state Medicaid and Medicaid Managed Care programs which approximated $1.4 million and $3.1 million for the three and nine-month periods ended September 26, 2020, respectively.
7)
Represents the results of operations for the periods indicated related to the ABA Therapy services business that we exited as a result of the COVID-19 environment, as well as one-time costs incurred in connection with exiting the ABA Therapy services business.
8)
Represents (i) costs associated with the implementation of, and transition to, new electronic medical record systems, billing and collection systems, business intelligence systems, customer resource management systems, duplicative system costs while such transformational projects are in-process, and other system transition costs of $1.2 million and $1.5 million for the three and nine-month periods ended October 2, 2021, respectively, and $0.2 and $0.7 million for the three and nine-month periods ended September 26, 2020, respectively; and (ii) professional fees associated with preparation for Sarbanes-Oxley compliance, advisory fees associated with preparation for and execution of our initial public equity offering, and advisory costs associated with the adoption of new accounting standards, of $0.8 million and $4.3 million for the three and nine-month periods ended October 2, 2021, respectively, and $0.4 million and $0.3 million for the three and nine-month periods ended September 26, 2020, respectively; and (iii) certain other costs or (income) that are either non-cash or non-core to the Company’s ongoing operations of $0.4 million and $(0.6) million for the three and nine-month periods ended October 2, 2021, respectively, and $(0.1) million and $(0.2) million for the three and nine-month periods ended September 26, 2020.
9)
The table below reflects the increase or decrease, and aggregate impact, to the line items included on our consolidated statements of operations based upon the adjustments used in arriving at Adjusted EBITDA from EBITDA for the periods indicated:

 

13

 


 

For the Three-Month Periods Ended

 

For the Nine-Month Periods Ended

 

(dollars in thousands)

October 2, 2021

 

September 26, 2020

 

October 2, 2021

 

September 26, 2020

 

Revenue

$

(3

)

$

(1,973

)

$

(153

)

$

(10,122

)

Cost of revenue, excluding depreciation and amortization

 

2,697

 

 

4,089

 

 

3,725

 

 

11,968

 

Branch and regional administrative expenses

 

1,381

 

 

4,705

 

 

3,340

 

 

11,075

 

Corporate expenses

 

16,234

 

 

11,158

 

 

34,597

 

 

21,455

 

Goodwill impairment

 

-

 

 

-

 

 

-

 

 

75,727

 

Acquisition-related costs

 

2,007

 

 

4,510

 

 

4,779

 

 

4,679

 

Other operating expenses

 

-

 

 

687

 

 

-

 

 

1,274

 

Loss on debt extinguishment

 

4,784

 

 

-

 

 

13,702

 

 

73

 

Other expense (income)

 

513

 

 

1,718

 

 

1,089

 

 

(35,612

)

Total adjustments

$

27,613

 

$

24,894

 

$

61,079

 

$

80,517

 

 

10)
Derived utilizing a combined statutory rate of 25% for the three and nine-month periods ended October 2, 2021, and 26% for the three and nine-month periods ended September 26, 2020, and applied to the respective adjusted pre-tax income.
11)
Adjustments used to reconcile net income per diluted share on a GAAP basis to adjusted net income per diluted share are comprised of the same adjustments, inclusive of the tax impact, used to reconcile net income to adjusted net income divided by the weighted-average diluted shares outstanding during the period.

14

 


Slide 1

Investor Presentation November 15, 2021 Exhibit 99.2


Slide 2

Disclaimers and Forward-Looking Statements This investor presentation (this "presentation" and any oral statements made in connection with this presentation are for information purposes only and do not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any equity, debt or other securities of Aveanna Healthcare Holdings Inc. (including its consolidated subsidiaries, "Aveanna," the "Company," "we," "us" or "our"). The information contained herein does not purport to be all inclusive. The data contained herein as derived from various internal and external sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of such information. Any data on past performance contained herein is not an indication as to future performance. Except as required by applicable law, Aveanna assumes no obligation to update the information in this presentation. Nothing herein shall be deemed to constitute investment, legal, tax, financial, accounting or other advice. The communication of this presentation is restricted by law and it is not intended for distribution to, or use by any person in, any jurisdiction where such distribution or use would be contrary to local law or regulation. No representation or warranty (whether express or implied) has been made by Aveanna with respect to the matters set forth in this presentation. Cautionary Note Regarding Forward-Looking Statements Certain matters discussed in this presentation constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements (other than statements of historical facts) in this presentation regarding our prospects, plans, financial position, business strategy and expected financial and operational results may constitute forward-looking statements. Forward-looking statements generally can be identified by the use of terminology such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “seek,” “will,” “may,” “should,” “predict,” “project,” “potential,” “continue” or the negatives of these terms or variations of them or similar expressions. These statements are based on certain assumptions that we have made in light of 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. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. Forward-looking statements involve a number of risks and uncertainties that may cause actual results to differ materially from those expressed or implied by such forward-looking statements, such as our ability to successfully execute our growth strategy, including through organic growth and the completion of acquisitions, effective integration of the companies we acquire, unexpected costs of acquisitions and dispositions, the possibility that expected cost synergies may not materialize as expected, the failure of Aveanna or the companies we acquire to perform as expected, estimation inaccuracies in revenue recognition, our ability to drive margin leverage through lower costs, unexpected increases in SG&A and other expenses, changes in reimbursement, changes in government regulations, changes in Aveanna’s relationships with referral sources, increased competition for Aveanna’s services or wage inflation, changes in the interpretation of government regulations or discretionary determinations made by government officials, uncertainties regarding the outcome of rate discussions with managed care organizations and our ability to effectively collect our cash from these organizations, our ability to effectively bill and collect under new Electronic Visit Verification regulations, changes in tax rates, the impact of adverse weather, the impact to our business operations, reimbursements and patient population were the COVID-19 environment to worsen, and other risks set forth under the heading “Risk Factors” in Aveanna‘s Registration Statement on Form S-1, as amended, filed with the Securities and Exchange Commission and which was declared effective on April 28, 2021, which is available at www.sec.gov. In addition, these forward-looking statements necessarily depend upon assumptions, estimates and dates that may prove to be incorrect or imprecise. Accordingly, forward-looking statements included in this presentation do not purport to be predictions of future events or circumstances, and actual results may differ materially from those expressed by forward-looking statements. All forward-looking statements speak only as of the date made, and Aveanna undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Industry and Market Data Unless otherwise indicated, information contained in this presentation concerning our industry, competitive position and the markets in which we operate is based on information from independent industry and research organizations, other third-party sources and management estimates. Management estimates are derived from publicly available information released by third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data, and our experience in, and knowledge of, such industry and markets, which we believe to be reasonable, but we have not independently verified the accuracy of this information. Any industry forecasts are based on data (including third-party data), models and experience of various professionals and are based on various assumptions, all of which are subject to change without notice. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Cautionary Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us. Non-GAAP Financial Measures This presentation includes various performance indicators and non-GAAP financial measures that we use to help us evaluate our business, identify trends affecting our business, formulate business plans, and make strategic decisions. EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Field contribution, Field contribution margin, Adjusted corporate expense and pro forma presentations of the foregoing are financial measures that are calculated and presented on the basis of methodologies other than in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Reconciliations of such non-GAAP measures to their nearest comparable GAAP measures can be found in the Appendix to this presentation or contained in Aveanna's filings with the SEC, which can be viewed on the SEC's website, www.sec.gov, and on Aveanna's website, www.aveanna.com. Any non-GAAP financial measures used in this presentation are in addition to, and not meant to be considered superior to, or a substitute for, the Company’s financial statements prepared in accordance with GAAP. Additional information with respect to Aveanna is contained in its filings with the SEC and is available at the SEC's website, www.sec.gov, and on Aveanna's website, www.aveanna.com


Slide 3

YEARS IN HOME HEALTH / HEALTHCARE Today’s Presenters Rod Windley Executive Chairman Tony Strange Chief Executive Officer David Afshar Chief Financial Officer Jeff Shaner Chief Operating Officer 30+ 30+ 15+ 20+ Founded Healthfield in 1986, acquired by Gentiva Health Services in 2006 for $454 million Former Vice Chairman and later Executive Chairman of Gentiva Health Services, acquired by Kindred Healthcare in 2015 for $1.8 billion Executive Chairman of PSA Healthcare since 2015 Executive Chairman of Aveanna Healthcare since 2017 Former President of Healthfield, acquired by Gentiva in 2006 for $454 million Former CEO and Board Member of Gentiva Health Services, acquired by Kindred Healthcare in 2015 for $1.8 billion Chief Executive Officer of PSA Healthcare since 2015 Chief Executive Officer of Aveanna Healthcare since 2017 Inspections Leader with the Public Company Accounting Oversight Board Former CFO of ApolloMD Chief Financial Officer of Aveanna Healthcare since 2018 Former VP of Operations of Healthfield, acquired by Gentiva Health Services in 2006 Former President of Gentiva Health Services’ Hospice Division Former SVP, President of Operations of Gentiva Health Services Chief Operating Officer of PSA Healthcare since 2015 Chief Operating Officer of Aveanna Healthcare since 2017


Slide 4

The History of Aveanna ___________________________ 1. Includes the predecessors, Epic and PSA. 2015 Leadership Team Joins PSA Healthcare 2018 Acquires Premier Health Services 2017 Merger of PSA and Epic Creates Aveanna, which We Believe is the Largest Pediatric Home Care Company 2021 Acquires Doctor’s Choice 2015 JH Whitney Invests in PSA Healthcare 2016 JH Whitney & Leadership Partner with Bain to Acquire Epic Health Services 2020 Acquires Five Points Healthcare and Recover Health, First Home Health & Hospice Company 2021 11 Acquisitions1 Completed since 2017 2019 Engagement with Maxim MAXIM 2021 Aveanna Public Offering


Slide 5

Aveanna at a Glance – Previous Forecast (F) “By The Numbers” Revenue Growth National Footprint Service Lines Skilled Private Duty Nursing Unskilled Personal Care Therapy Medical Solutions Adult Home Health & Hospice Private Duty Services 2021 Forecast (F) Key Operating Statistics $1,745mm1 F Revenue $185mm1 F Adj. EBITDA 11.6% Revenue ’18A-’21F CAGR 16.3% Adj. EBITDA ’18A-’21F CAGR 263 Locations 30 States 42,000 Caregivers 39mm Homecare Hours4 1,500+ Distinct Payers MS HHH ($ in millions) 9% '18-’21 CAGR 18.3% ‘20-’21 PF CAGR ___________________________ 1. Previously provided 2021 forecast based on guidance provided in our August 11, 2021 earnings release. Please see slide 15 for our updated 2021 forecast. 2. 2021 proforma revenue based on 2021 revenue guidance plus $22.9 million revenue for Doctor’s Choice generated during the period in 2021 prior to acquisition. 3. Represents 2016A revenue of the predecessor, PSA. 4. Pro Forma for acquisitions completed in 2020.


Slide 6

Summary of Q3 Results


Slide 7

Q3 2021 Summary Results and Business Update Lower PDS volumes and revenue due to the continuing effects of COVID-19 and a tight labor market, offset in part by continued reimbursement rate wins and strong cost control, driving improved margin percentages. YTD Q3 Adjusted EBITDA of $138m is on track with plan Focus on bringing PDS caregivers back into the workforce against a backdrop of COVID-19 challenges including vaccine and testing mandates HHH and MS segment volumes are tracking with expectations  $ in millions Q3 2020 Q3 2021 Q/Q% Change Revenue $366.0 $411.3 12.4% Gross Margin $114.1 $139.7 22.4% Field Contribution $54.5 $63.4 16.3% Adjusted EBITDA $40.0 $45.8 14.6% Revenue and Gross Margin % by Segment  $ in millions YTD Q3 2020 YTD Q3 2021 Y/Y% Change Revenue $1,072.8 $1,264.5 17.9% Gross Margin $328.3 $418.0 27.3% Field Contribution $153.8 $194.6 26.5% Adjusted EBITDA $107.2 $138.4 29.1% Consolidated Results 31.2% 34.0% 29.6% 30.7% 40.9% 48.7% 45.4% 43.8% Gross Margin %


Slide 8

Q3 2021 Balance Sheet Update AR Collections Cash Flow Liquidity Debt Service Strong Q3 liquidity position, with $122m cash on the balance sheet Undrawn revolver with $180m borrowing capacity $200m borrowing capacity for M&A under the delayed draw term loan facility New $150m AR securitization facility provides additional capacity for M&A at lower interest rates relative to first lien term loan Strong cash collection quarter with ~ $425m collected Continued success in collecting our cash in a remote environment driving improved revenue realization Q3 DSO of 43 days Operationalizing recent rate wins into AR collection cycle Q3 cash flow from operations of $36m, turning cash flow from operations positive on a YTD basis to $22m Expected ~ $26m payment of deferred social security taxes in Q4 2021 Capital expenditures as a percentage of revenue in line with expectations Decreasing trend in interest costs due to: Repayment of $407m term loans (extinguished second lien and partial repayment of first lien) in May 2021 with IPO proceeds Term loan refinancing in July 2021, reducing interest rates Results in sequential decrease in cash interest paid from $20.2m in Q1 2021, to $16.7m in Q2 2021, to $10.3m in Q3 2021


Slide 9

M&A Update


Slide 10

Acquisition Strategy Update Aveanna has continued to aggressively pursue its diversified M&A strategy while maintaining a disciplined focus on ensuring that all transactions are both financially and operationally compatible with Aveanna’s existing business and operations Acquire $150m to $200m per year in revenue, resulting in $15m to $25m per year in post-synergy EBITDA Acquire both PDS and HHH businesses, with preference on HHH (target ratio 2:1) Fund growth with combination of cash, debt, and additional equity if required Maintain target leverage over time of 4.5x to 5.0x Acquisition Strategy Acquisition Status M&A pipeline remains robust Completed six transactions in 2H 2020, adding $204m revenue on an annualized basis (1) Closed on Doctor’s Choice transaction in April 2021, adding $76m revenue on an annualized basis (2) Q4’21 acquisitions of approximately $212m revenue on an annualized basis (3) Total acquisition revenues of approximately $288m on an annualized basis in 2021 _________________________ (1) Based on revenue generated in the twelve months ended Q4’2020. (2) Based on revenue generated in the twelve months ended Q3’2021. (3) Based upon acquisition diligence


Slide 11

Q4 2021 M&A


Slide 12

Company Highlights Revenue Highlights Comfort Care Home Health and Hospice Overview __________________ A – Represents the net present value of the estimated future cash tax savings realizable as deductions to Aveanna over a 15 year period. This tax benefit principally arises as a result of the intangible basis step-up at acquisition resulting in allowable amortization deductions under IRC Section 197.  B – Based on results from the last twelve months ended Q2’21, the most recent quarter for which information is available, and based on acquisition diligence. ($ in millions) Financial Highlights PF LTM Q2’21 (B) Geographic Footprint Comfort Care is a leading regional provider of Medicare home health and hospice services with 31 locations in Alabama and Tennessee Further expands Aveanna’s HHH segment footprint While the Company operates in both Alabama and Tennessee, 98+% of current revenue is derived from Alabama Diversified service mix, with home health representing 46% of revenue and 53% from hospice services. Strong quality and patient outcomes through deep focus on clinical approach and differentiated clinical specialty programs


Slide 13

Financial Highlights PF LTM Aug’21 (A) Company Highlights Revenue Highlights Accredited Home Care Overview A – Based on results from the last twelve months ended August 2021, the most recent period for which information is available, and based on acquisition diligence. B – $180m paid at closing, with $45m funded to escrow, pending final volume reconciliation for September, October, and November 2021. ($ in millions) Geographic Footprint Accredited is a leading provider of Private Duty Services in Southern California Provides further density in California market Founded in 1980, the Company services the Greater Los Angeles, Orange County and San Diego areas Long standing referral source relationships with key regional centers


Slide 14

Capital Structure


Slide 15

Planned Sources and Uses of Cash for Q4 2021 M&A __________________ (1) $180m paid at closing, with $45m funded to escrow, pending final volume reconciliation for September, October, and November 2021. ($ in millions) Aveanna intends to fund Q4 2021 M&A with cash on the balance sheet, proceeds from new debt, with comfortable remaining liquidity for 2022 M&A At this time we believe usage of incremental debt to finance M&A, as opposed to issuing additional equity, is in the best interests of our shareholders. This includes: New $415m second lien term loan ($200m committed, $215m best efforts) New $150m accounts receivable securitization facility ($120m drawn for M&A) Proforma Q3 Cash Available for 2022 M&A Proforma Cash at Q3 2021, Post M&A     $ 121,700 Less Cash Used for Q4 M&A (60,000) Less: Repayment of Deferred Social Security Taxes on 12/31/21 (25,700) Proforma Cash on Balance Sheet at Q3 End $ 36,000 Sources   Uses Cash from Balance Sheet $ 60,000   Comfort Care $ 345,000 Securitization Facility 120,000   Accredited (1) 225,000 New Second Lien Term Loan 400,000   Fees 10,000 Total Sources $ 580,000   Total Uses $ 580,000


Slide 16

Liquidity and Leverage Trend Aveanna's repayment of debt with IPO proceeds and first lien credit facility amendment in July, 2021 significantly reduced leverage as of Q3 2021 Proforma for Q4 2021 M&A and the new second lien term loan, and securitization borrowings, leverage increases to the ~ 6.1 range. _________________________ * See appendix for reconciliation from actual results to ProForma metrics and Adjusted EBITDA  $ in millions     YE 2020 Q3 2021 PF M&A LTM Q3 '21 Cash 137 122 36 * Revolver Availability 55 180 180 Total Liquidity 192 302 216 Long-Term Debt 1,205 860 1,395 * Net Long-Term Debt 1,068 738 1,359 Gross Leverage 7.9 4.7 6.2 Net Leverage 7.0 4.0 6.1       YE 2020 LTM Q3 2021 PF M&A LTM Q3 '21 Adjusted EBITDA 152 184 224 *


Slide 17

Aveanna Outlook


Slide 18

Updated 2021 Guidance and Long-term Outlook Updated Fiscal Year 2021 Guidance Revenue (1) $1,675 - $1,680 Adjusted EBITDA not less than(1) $185 Long-term Outlook (1) Excludes Q4 2021 M&A Demand for home-based services is at an all-time high Our services drive a tremendous value proposition versus institutional care Strong support for our industry on both Federal and State levels as demonstrated by numerous reimbursement rate increases As the near-term disruption of Covid-19 and related vaccine challenges abates and more caregivers return to work, the Aveanna platform is primed for strong organic growth Well positioned for future value-based purchasing conversations with payors


Slide 19

Appendix


Slide 20

Revenue and EBITDA Proforma Reconciliations Revenue LTM Q3 2021 Aveanna (1) 1,686,850 M&A - Comfort Care and Accredited (2) 212,272 Proforma Revenue LTM Q3 2021 1,899,122 Adjusted EBITDA LTM Q3 2021 Aveanna (1) 183,626 M&A - Comfort Care and Accredited (2) 40,343 Proforma Adjusted EBITDA LTM Q3 2021 223,969 __________________ Represents Aveanna revenue and adjusted EBITDA for the last twelve months ended October 2, 2021. Represents revenue and adjusted EBITDA generated by the Comfort Care for the twelve month period ended June 30, 2021 and Accredited for the twelve month period ended August 31, 2021.


Slide 21

Cash and Credit Facility Proforma Reconciliations __________________ (1) Net of approximately $15m in debt issuance costs Cash Balance Q3 End Cash Balance per Financial Statements 121,700 Proceeds from Issuance of Second Lien Term Loan (1) 400,000 Proceeds from Securitization Facility 120,000 Less Second Lien Term Loan and Securitization Proceeds Used to Close Q4 M&A (520,000) Cash on Balance Sheet to be used for Q4 M&A (60,000) Less Q4 Payment of Deferred Social Security Taxes (25,700) Proforma Cash on Balance Sheet at Q3 End 36,000 Credit Facility and Securitization Debt Q3 End Extended Term Loan Balance per Financial Statements 860,000 New Second Lien Term Loan 415,000 New Securitization Facility 120,000 Proforma Credit Facility and Securitization Debt at Q3 End 1,395,000


Slide 22

LTM Q3’21 Results ________________ (1) See appendix for reconciliation from actual results to ProForma M&A Revenue and Adjusted EBITDA Adjusted EBITDA (1) Revenue (1) ($ in thousands) 10.9% 11.8% Percentage margin: The information below compares actual results to proforma results as if the planned acquisitions of Comfort Care and Accredited Home Health were included in the results for the last twelve months ended Q3’2021. Acquired companies and acquisition dates are shown below. Company Acquisition Date Five Points 10/23/2020 Recover Health 12/19/2020 Doctor’s Choice 04/16/2021 Comfort Care Q4’21* Accredited Home Health Q4’21* *Expected Closing Dates