UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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 |
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Description |
99.1
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99.2 |
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104 |
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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.
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AVEANNA HEALTHCARE HOLDINGS INC. |
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Date: November 15, 2021 |
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By: |
/s/ David Afshar |
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David Afshar |
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Chief Financial Officer (Principal Financial and Accounting Officer) |
Exhibit 99.1
AVEANNA HEALTHCARE HOLDINGS ANNOUNCES
THIRD-QUARTER 2021 FINANCIAL RESULTS
Third Quarter 2021 Highlights
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%.
1
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:
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
Cash flow and Liquidity
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
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:
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.
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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:
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For the Nine-Month Periods Ended |
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(dollars in thousands) |
October 2, 2021 |
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September 26, 2020 |
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Net cash provided by operating activities |
$ |
22,188 |
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$ |
118,117 |
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Net cash used in investing activities |
$ |
(113,508 |
) |
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$ |
(61,501 |
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Net cash provided by financing activities |
$ |
75,683 |
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$ |
212,319 |
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Cash and cash equivalents at beginning of period |
$ |
137,345 |
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$ |
3,327 |
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Cash and cash equivalents at end of period |
$ |
121,708 |
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$ |
272,262 |
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The following table presents our long-term indebtedness as of October 2, 2021:
(dollars in thousands) |
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Instrument |
Interest Rate |
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October 2, 2021 |
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2021 Extended Term Loan |
L + 3.75% |
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$ |
860,000 |
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Revolving Credit Facility |
L + 3.75% |
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- |
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Total Credit Facility Debt |
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$ |
860,000 |
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Less: unamortized debt issuance costs |
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(21,726 |
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Net Credit Facility Debt |
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$ |
838,274 |
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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):
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For the Three-Month Periods Ended |
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For the Nine-Month Periods Ended |
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October 2, 2021 |
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September 26, 2020 |
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October 2, 2021 |
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September 26, 2020 |
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Revenue |
$ |
411,276 |
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$ |
366,003 |
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$ |
1,264,548 |
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$ |
1,072,803 |
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Cost of revenue, excluding depreciation and amortization |
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271,534 |
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251,873 |
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846,534 |
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744,503 |
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Branch and regional administrative expenses |
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76,370 |
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59,641 |
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223,462 |
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174,455 |
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Corporate expenses |
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37,873 |
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32,493 |
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97,673 |
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81,039 |
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Goodwill impairment |
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- |
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- |
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- |
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75,727 |
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Depreciation and amortization |
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5,145 |
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3,922 |
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15,163 |
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12,339 |
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Acquisition-related costs |
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2,007 |
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4,510 |
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4,779 |
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4,679 |
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Other operating expenses |
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- |
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687 |
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- |
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1,274 |
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Operating income (loss) |
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18,347 |
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12,877 |
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76,937 |
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(21,213 |
) |
Interest income |
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44 |
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38 |
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182 |
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247 |
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Interest expense |
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(12,106 |
) |
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(19,065 |
) |
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(53,793 |
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(58,972 |
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Loss on debt extinguishment |
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(4,784 |
) |
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- |
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(13,702 |
) |
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(73 |
) |
Other (expense) income |
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(511 |
) |
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(1,723 |
) |
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(1,088 |
) |
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35,608 |
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Income (loss) before income taxes |
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990 |
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(7,873 |
) |
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8,536 |
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(44,403 |
) |
Income tax benefit (expense) |
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1,100 |
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471 |
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612 |
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(2,915 |
) |
Net income (loss) |
$ |
2,090 |
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$ |
(7,402 |
) |
$ |
9,148 |
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$ |
(47,318 |
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Income (loss) per share: |
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Net income (loss) per share, basic |
$ |
0.01 |
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$ |
(0.05 |
) |
$ |
0.06 |
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$ |
(0.34 |
) |
Weighted average shares of common stock outstanding, basic |
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184,554 |
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142,123 |
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165,877 |
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|
140,559 |
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Net income (loss) per share, diluted |
$ |
0.01 |
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$ |
(0.05 |
) |
$ |
0.05 |
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$ |
(0.34 |
) |
Weighted average shares of common stock outstanding, diluted |
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188,246 |
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142,123 |
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170,667 |
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140,559 |
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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:
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For the Three-Month Periods Ended |
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(dollars in thousands) |
October 2, 2021 |
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September 26, 2020 |
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Change |
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% Change |
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Revenue |
$ |
411,276 |
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$ |
366,003 |
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$ |
45,273 |
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12.4 |
% |
Cost of revenue, excluding depreciation and amortization |
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271,534 |
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251,873 |
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19,661 |
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7.8 |
% |
Gross margin |
$ |
139,742 |
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$ |
114,130 |
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$ |
25,612 |
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22.4 |
% |
Gross margin percentage |
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34.0 |
% |
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31.2 |
% |
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|
|
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Branch and regional administrative expenses |
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76,370 |
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59,641 |
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16,729 |
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28.0 |
% |
Field contribution |
$ |
63,372 |
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$ |
54,489 |
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$ |
8,883 |
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16.3 |
% |
Field contribution margin |
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15.4 |
% |
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14.9 |
% |
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|
|
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Corporate expenses |
$ |
37,873 |
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$ |
32,493 |
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$ |
5,380 |
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|
16.6 |
% |
As a percentage of revenue |
|
9.2 |
% |
|
8.9 |
% |
|
|
|
|
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Operating income |
$ |
18,347 |
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$ |
12,877 |
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$ |
5,470 |
|
|
42.5 |
% |
As a percentage of revenue |
|
4.5 |
% |
|
3.5 |
% |
|
|
|
|
8
|
For the Nine-Month Periods Ended |
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(dollars in thousands) |
October 2, 2021 |
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September 26, 2020 |
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Change |
|
% Change |
|
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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 |
% |
|
|
|
|
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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 |
|
|
10
** 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.
12
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 |
|
14
Investor Presentation November 15, 2021 Exhibit 99.2
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
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
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 Partnerwith Bain to AcquireEpic Health Services 2020Acquires 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
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.
Summary of Q3 Results
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 %
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
M&A Update
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 $288m on an annualized basis in 2021 _________________________ (1) Based on revenue generated in the twelve months ended Q4’2020. (2) Based on revenue generated in the twelve months ended Q3’2021. (3) Based upon acquisition diligence
Q4 2021 M&A
Company Highlights Revenue Highlights Comfort Care Home Health and Hospice Overview __________________ A – Represents the net present value of the estimated future cash tax savings realizable as deductions to Aveanna over a 15 year period. This tax benefit principally arises as a result of the intangible basis step-up at acquisition resulting in allowable amortization deductions under IRC Section 197. B – Based on results from the last twelve months ended Q2’21, the most recent quarter for which information is available, and based on acquisition diligence. ($ 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
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
Capital Structure
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
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 *
Aveanna Outlook
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
Appendix
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.
Cash and Credit Facility Proforma Reconciliations __________________ (1) Net of approximately $15m in debt issuance costs Cash Balance Q3 End Cash Balance per Financial Statements 121,700 Proceeds from Issuance of Second Lien Term Loan (1) 400,000 Proceeds from Securitization Facility 120,000 Less Second Lien Term Loan and Securitization Proceeds Used to Close Q4 M&A (520,000) Cash on Balance Sheet to be used for Q4 M&A (60,000) Less Q4 Payment of Deferred Social Security Taxes (25,700) Proforma Cash on Balance Sheet at Q3 End 36,000 Credit Facility and Securitization Debt Q3 End Extended Term Loan Balance per Financial Statements 860,000 New Second Lien Term Loan 415,000 New Securitization Facility 120,000 Proforma Credit Facility and Securitization Debt at Q3 End 1,395,000
LTM Q3’21 Results ________________ (1) See appendix for reconciliation from actual results to ProForma M&A Revenue and Adjusted EBITDA Adjusted EBITDA (1) Revenue (1) ($ 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