0000950170-23-008309 | 10-K | XBRL Viewer | Aveanna Healthcare Holdings INC

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Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2022	Mar. 08, 2023	Jul. 02, 2022
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Current Fiscal Year End Date	--12-31
Entity Registrant Name	Aveanna Healthcare Holdings Inc.
Entity Central Index Key	0001832332
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		185,859,165
Entity File Number	001-40362
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	81-4717209
Entity Address, Address Line One	400 Interstate North Parkway SE
Entity Address, City or Town	Atlanta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30339
City Area Code	770
Local Phone Number	441-1580
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	AVAH
Security Exchange Name	NASDAQ
Document Annual Report	true
Document Transition Report	false
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
ICFR Auditor Attestation Flag	true
Entity Public Float			$ 104.3
Documents Incorporated by Reference	DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for its 2023 Annual Meeting of Stockholders (the “2023 Proxy Statement”) are incorporated by reference in Part III of this Annual Report on Form 10-K. The 2023 Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the registrant's fiscal year ended December 31, 2022.
Auditor Firm ID	42
Auditor Name	Ernst & Young LLP
Auditor Location	Atlanta, Georgia

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2022	Jan. 01, 2022
Current assets:
Cash and cash equivalents	$ 19,217	$ 30,490
Patient accounts receivable	221,237	218,917
Receivables under insured programs	4,395	6,373
Prepaid expenses	15,089	14,233
Other current assets	9,813	9,202
Total current assets	269,751	279,215
Property and equipment, net	22,752	31,374
Operating lease right of use assets	54,601	51,992
Goodwill	1,159,688	1,835,580
Intangible assets, net	95,863	102,851
Receivables under insured programs	22,865	25,530
Other long-term assets	86,240	7,829
Total assets	1,711,760	2,334,371
Current liabilities:
Accounts payable and other accrued liabilities	44,624	52,624
Accrued payroll and employee benefits	43,836	54,565
Current portion of insurance reserves - insured programs	4,395	6,373
Current portion of insurance reserves	27,531	13,466
Securitization obligations	140,000	120,000
Current portion of long-term obligations	9,200	8,600
Current portion of operating lease liabilities	13,070	13,534
Current portion of deferred payroll taxes		25,523
Other current liabilities	43,841	50,146
Total current liabilities	326,497	344,831
Long-term obligations, less current portion	1,281,082	1,226,517
Long-term insurance reserves - insured programs	22,865	25,530
Long-term insurance reserves	35,470	35,122
Operating lease liabilities, less current portion	45,818	44,682
Deferred income taxes	3,844	3,046
Other long-term liabilities	359	16,692
Total liabilities	1,715,935	1,696,420
Commitments and contingencies (Note 14)
Deferred restricted stock units	2,135	2,135
Stockholders' (deficit) equity:
Preferred stock, $0.01 par value as of December 31, 2022 and January 1, 2022, 5,000,000 shares authorized; none issued or outstanding
Common stock, $0.01 par value, 1,000,000,000 shares authorized; 188,859,165 and 184,732,268 issued and outstanding, respectively	1,888	1,847
Additional paid-in capital	1,228,512	1,208,645
Accumulated deficit	(1,236,710)	(574,676)
Total stockholders' (deficit) equity	(6,310)	635,816
Total liabilities, deferred restricted stock units, and stockholders' (deficit) equity	$ 1,711,760	$ 2,334,371

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Jan. 01, 2022	Apr. 19, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, authorized	5,000,000	5,000,000	5,000,000
Preferred stock, issued	0	0
Preferred stock,outstanding	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, authorized	1,000,000,000	1,000,000,000	1,000,000,000
Common stock, issued	188,859,165	184,732,268
Common stock, outstanding	188,859,165	184,732,268

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Jan. 01, 2022
Income Statement [Abstract]
Revenue	$ 1,787,645	$ 1,678,618
Cost of revenue, excluding depreciation and amortization	1,234,418	1,136,214
Branch and regional administrative expenses	357,230	297,381
Corporate expenses	137,864	130,387
Goodwill impairment	675,346	117,702
Depreciation and amortization	21,313	20,550
Acquisition-related costs	99	12,832
Other operating expense (income)	3,651	(337)
Operating loss	(642,276)	(36,111)
Interest income	679	253
Interest expense	(107,720)	(68,930)
Loss on debt extinguishment		(13,702)
Other income	85,503	4,914
Loss before income taxes	(663,814)	(113,576)
Total income tax (benefit) expense	1,780	(3,468)
Net loss	$ (662,034)	$ (117,044)
Net loss per share:
Net loss per share, basic	$ (3.57)	$ (0.69)
Net loss per share, diluted	$ (3.57)	$ (0.69)
Weighted average shares of common stock outstanding, basic	185,553	170,625
Weighted average shares of common stock outstanding, diluted	185,553	170,625

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit
Beginning Balance at Jan. 02, 2021	$ 265,034	$ 1,419	$ 721,247	$ (457,632)
Beginning Balance (shares) at Jan. 02, 2021		141,928,184
Issuance of common stock, net of underwriters' discounts and commissions	470,108	$ 422	469,686
Issuance of common stock, net of underwriters' discounts and commissions (shares)		42,236,000
Employee stock purchase plan	3,189	$ 4	3,185
Employee stock purchase plan (shares)		369,320
Stock option exercise	970	$ 2	968
Stock option exercise (shares)		198,764
Non-cash compensation	13,559		13,559
Net loss	(117,044)			(117,044)
Ending Balance at Jan. 01, 2022	635,816	$ 1,847	1,208,645	(574,676)
Ending Balance (in shares) at Jan. 01, 2022		184,732,268
Employee stock purchase plan	4,015	$ 38	3,977
Employee stock purchase plan (shares)		3,805,844
Issuance of vested restricted shares		$ 3	(3)
Issuance of vested restricted (shares)		321,053
Non-cash compensation	15,893		15,893
Net loss	(662,034)			(662,034)
Ending Balance at Dec. 31, 2022	$ (6,310)	$ 1,888	$ 1,228,512	$ (1,236,710)
Ending Balance (in shares) at Dec. 31, 2022		188,859,165

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Jan. 01, 2022
Cash Flows From Operating Activities:
Net loss	$ (662,034)	$ (117,044)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation and amortization	21,313	20,550
Amortization of deferred debt issuance costs	7,780	8,698
Amortization and impairment of operating lease right of use assets	17,503	14,839
Non-cash share-based compensation	15,893	14,425
Goodwill impairment	675,346	117,702
Loss on disposal or impairment of licenses, property and equipment, and software	3,502	110
Fair value adjustments on interest rate derivatives	(85,367)	(14,317)
Loss on debt extinguishment		13,702
Deferred income taxes	(115)	1,313
Changes in operating assets and liabilities, net of impact of acquisitions:
Patient accounts receivable	(3,227)	(8,808)
Prepaid expenses	9,365	6,829
Other current and long-term assets	(1,708)	(4,475)
Accounts payable and other accrued liabilities	(3,925)	(11,698)
Accrued payroll and employee benefits	(10,729)	(14,026)
Insurance reserves	18,154	2,112
Operating lease liabilities	(19,621)	(15,687)
Deferred payroll taxes	(25,523)	(25,876)
Other current and long-term liabilities	(5,009)	(8,649)
Net cash used in operating activities	(48,402)	(11,350)
Cash Flows From Investing Activities:
Acquisitions of businesses, net of cash acquired	(2,013)	(666,915)
Proceeds from sale of businesses	460
Payment for interest rate cap	(11,725)	(853)
Proceeds from sale of interest rate cap		1,887
Purchases of property and equipment, and software	(12,013)	(15,950)
Net cash used in investing activities	(25,291)	(681,831)
Cash Flows From Financing Activities:
Proceeds from issuance of common stock		477,688
Proceeds from exercise of options		970
Proceeds from employee stock purchase plan	4,015	2,323
Proceeds from securitization obligation	40,000	150,000
Repayment of securitization obligation	(20,000)	(30,000)
Proceeds from revolving credit facility	15,000
Repayments on revolving credit facility	(15,000)
Proceeds from issuance of term loans, net of debt issuance costs	59,700	1,324,531
Principal payments on term loans	(8,900)	(1,273,883)
Principal payments on notes payable	(9,852)	(8,262)
Proceeds from government stimulus funds		2,455
Repayment of government stimulus funds		(31,899)
Principal payments of financing lease obligations	(799)	(795)
Payment of offering costs		(5,473)
Payment of debt issuance costs	(218)	(15,231)
Settlements with derivative counterparties	(1,526)	(4,192)
Payment of acquisition-related contingent consideration		(1,906)
Net cash provided by financing activities	62,420	586,326
Net decrease in cash and cash equivalents	(11,273)	(106,855)
Cash and cash equivalents at beginning of period	30,490	137,345
Cash and cash equivalents at end of period	19,217	30,490
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	102,532	58,959
Cash paid for income taxes, net of refunds received	$ 1,586	$ 5,279

Description of Business

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Business

1. DESCRIPTION OF BUSINESS

Aveanna Healthcare Holdings Inc. (together with its consolidated subsidiaries, referred to herein as the “Company”) is headquartered in Atlanta, Georgia and has locations in 33 states with concentrations in Texas, Pennsylvania, and California, providing a broad range of pediatric and adult healthcare services, including nursing, hospice, rehabilitation services, occupational nursing in schools, therapy services, day treatment centers for medically fragile and chronically ill children and adults, as well as delivery of enteral nutrition and other products to patients. The Company also provides case management services in order to assist families and patients by coordinating the provision of services between insurers or other payers, physicians, hospitals, and other healthcare providers. In addition, the Company provides respite healthcare services, which are temporary care provider services provided in relief of the patient’s normal caregiver. The Company’s services are designed to provide a high quality, lower cost alternative to prolonged hospitalization.

Initial Public Offering

On May 3, 2021, the Company completed the initial public offering (“IPO”) of its common stock pursuant to a Registration Statement on Form S-1 (File No. 333-254981), which was declared effective by the SEC on April 28, 2021. The Company issued and sold an aggregate of 42,236,000 shares of common stock, including 4,000,000 shares of common stock purchased by the underwriters on May 25, 2021 pursuant to the underwriters’ option to purchase additional shares at the initial public offering price, less underwriting discounts and commissions. The Company received net proceeds from the IPO of $477.7 million. On May 3, 2021, the Company used $307.0 million of proceeds to repay in full all outstanding obligations under the second lien credit agreement dated as of March 16, 2017 (as amended, the “Prior Second Lien Credit Agreement”), thereby terminating the Prior Second Lien Credit Agreement. In addition, on May 4, 2021, the Company used $100.0 million of proceeds to repay an equal amount of principal outstanding under its First Lien Credit Agreement (as defined in Note 6 – Long-term Obligations). The remaining proceeds were used for offering costs and general corporate purposes, including acquisitions.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of Aveanna Healthcare Holdings Inc. and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in the accompanying consolidated financial statements, and business combinations accounted for as purchases have been included in the accompanying consolidated financial statements from their respective dates of acquisition.

Basis of Presentation

The Company's fiscal year ends on the Saturday that is closest to December 31 of a given year, resulting in either a 52 or 53-week fiscal year. The accompanying consolidated balance sheets reflect the accounts of the Company as of December 31, 2022 and January 1, 2022. For the fiscal years ended December 31, 2022 and January 1, 2022, the accompanying consolidated statements of operations, stockholders' (deficit) equity and cash flows reflect the accounts of the Company from January 2, 2022 through December 31, 2022, and January 3, 2021 through January 1, 2022, respectively. The fiscal years ended December 31, 2022 and January 1, 2022 each included 52 weeks.

Use of Estimates

The Company’s accounting and reporting policies conform with U.S. GAAP. In preparing the consolidated financial statements, the Company is required to make estimates and assumptions that impact the amounts reported in these consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company had no restricted cash balance at December 31, 2022 or January 1, 2022.

Patient Accounts Receivable

The Company receives payments for services rendered from federal and state agencies (under the Medicare and Medicaid programs), managed care health plans, commercial insurance companies, and patients. Revenue and receivables from government agencies are significant to the Company's operations, but management does not believe there are significant credit risks associated with these government agencies. The Company writes off patient accounts receivables on a periodic basis once we have exhausted our collection efforts and deem an account to be uncollectible. Management does not believe there are any other significant concentrations of revenue from any particular payer that would subject the Company to any significant credit risks in the collection of accounts receivable. Changes in general economic conditions, patient accounting service center operations, payer mix, or federal or state governmental health care coverage could affect collection of patient accounts receivable, cash flows and results of operations.

Long-Lived Assets

The carrying value of long-lived assets, including amortizable, identifiable intangible assets, and asset groups are evaluated whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Conditions that may indicate impairment include, but are not limited to, a significant decrease in the market price of an asset, a significant adverse change in the extent or manner in which an asset is being used or a significant deterioration in its physical condition, and operating or cash flow performance that demonstrates continuing losses associated with an asset or asset group. A potential impairment has occurred if the projected future undiscounted cash flows expected to result from the use and eventual disposition of the asset or asset group are less than the carrying value of the asset or asset group. The estimate of cash flows includes management’s assumptions of cash inflows and outflows directly resulting from the use of the asset in operation. If the carrying value exceeds the sum of the undiscounted cash flows, an impairment charge is recorded equal to the excess of the asset or asset group’s carrying value over its fair value.

Fair value is measured based on a projected discounted cash flow model using a discount rate that the Company believes is commensurate with the risk inherent in its business. Any impairment charge would be recognized within operating expenses as other operating expense in the fiscal year incurred.

Property and Equipment, Net

Property and equipment are stated at cost less accumulated depreciation and amortization and are depreciated on a straight-line basis over the estimated useful lives of the assets. Additions and improvements are capitalized. Maintenance and repair expenses are charged to expense as incurred. When assets are sold or retired, the corresponding cost and accumulated depreciation are removed from the related accounts and any gain or loss is recognized in other income on the consolidated statements of operations.

The Company generally provides for depreciation over the following estimated useful lives:


		Years
Furniture and fixtures		3 - 10
Computer hardware and software		3 - 5
Home care equipment		1 - 5
Leasehold improvements		Lesser of lease life or expected useful life

The following table summarizes the balances related to property and equipment, net as of December 31, 2022 and January 1, 2022 (amounts in thousands):


	As of
	December 31, 2022			January 1, 2022
Furniture and fixtures	$	14,253		$	13,264
Computer hardware and software		32,602			30,801
Home care equipment		15,813			12,522
Leasehold improvements		20,065			19,425
Construction in progress		728			1,480
Financing lease obligations		-			861
		83,461			78,353
Less accumulated depreciation		(60,709	)		(46,979	)
Total	$	22,752		$	31,374

Depreciation expense for the fiscal years ended December 31, 2022 and January 1, 2022, was $15.2 million and $15.3 million, respectively.

Leases

The Company leases office space and certain equipment, which are accounted for as operating leases. The Company’s current leases have expiration dates through 2030. Certain of the Company’s leases include termination options and renewal options. When the Company is not reasonably certain to exercise termination options, the options are not considered in determining the lease term. The Company determines if an arrangement is a lease at inception and evaluates the lease classification at that time. Lease arrangements with an initial term of 12 months or less are considered short-term leases and are not recorded on the accompanying consolidated balance sheets. Rent is recognized on a straight-line basis over the lease term.

Operating leases are included in operating lease right of use assets, current portion of operating lease liabilities, and operating lease liabilities, less current portion on the accompanying consolidated balance sheets. Operating lease right of use assets represent the Company's right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease right of use assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term.

The Company uses the implicit discount rate in the lease contract to discount lease payments to present value. If an implicit discount rate is not available in the lease contract, the Company uses its incremental borrowing rate.

The Company has lease agreements with lease and non-lease components. The Company has elected the practical expedient to account for the lease and non-lease components as a single lease component for all leases.

Goodwill

Goodwill represents the amount of the purchase price in excess of the fair values assigned to the underlying identifiable net assets of an acquired business. Goodwill is not amortized but is subject to an annual impairment test at the reporting unit level. The Company performs its annual goodwill impairment test on the first day of the fourth quarter of each fiscal year. Tests are performed more frequently if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. These events or circumstances include but are not limited to, a significant adverse change in the business or regulatory environment or legal factors.

During the fiscal year ended December 31 2022, we recorded two impairment charges as a result of continuing inflationary and overall cost pressures, which constrained patient volume growth relative to costs across most of our businesses. We performed an interim impairment assessment as of July 2, 2022 and based on that assessment, we determined that the carrying value of five of our six reporting units across our three segments exceeded their respective fair values and accordingly recorded an aggregate goodwill impairment charge of $470.2 million for the three-month period ended July 2, 2022. During our annual goodwill impairment test in the fourth quarter of fiscal year 2022, we determined that the carrying value of five of our six reporting units across our three segments exceeded their respective fair values and accordingly recorded an aggregate goodwill impairment charge of $205.1 million for the three-month period ended December 31, 2022.

For both its interim and annual goodwill impairment tests, the Company engages a third-party valuation firm to assist in calculating a reporting unit’s fair value, which is derived using a combination of both income and market approaches. The income approach utilizes projected operating results and cash flows and includes significant assumptions such as revenue growth rates, projected EBITDA margins, and discount rates. The market approach compares its reporting units’ earnings and revenue multiples to those of comparable companies. Estimates of fair value

may differ from actual results due to, among other things, economic conditions, changes to business models or changes in operating performance. These factors increase the risk of differences between projected and actual performance that could impact future estimates of fair value of all reporting units. Significant differences between these estimates and actual future performance could result in additional impairment in future fiscal years.

The Company determined that it had six reporting units for the fiscal year ended December 31, 2022, and eight reporting units for the fiscal year ended January 1, 2022.

Intangible Assets, Net

Intangible assets consist of licenses (including certificates of need), acquired trade names, non-compete agreements, and internal-use software. The Company amortizes non-compete agreements and acquired trade names that it does not intend to use indefinitely on a straight-line basis over its estimated useful lives, which is one to four years for non-compete agreements and one to two years for acquired trade names. In addition, the Company amortizes internal-use software over the lesser of the remaining license term or useful life of the software, which is three to ten years. Impairment tests are performed annually or more frequently if events occur or circumstances change that would more likely than not reduce the fair value of the intangible below its carrying amount. These events or circumstances include but are not limited to, a significant adverse change in the business or exiting an overlapping market.

During the fiscal year ended December 31, 2022, the Company recorded asset impairment charges related to previously acquired licenses due to their surrender and the closure of related branches of $1.7 million. There was no such impairment in the fiscal year ended January 1, 2022. These losses are included in other operating expense (income) in the accompanying consolidated statements of operation. The Company utilizes the cost approach to determine the estimated fair value of acquired licenses. The cost approach calculates fair value by calculating the cost to acquire a license in each state the Company operates. The Company calculates the replacement cost based on average incurred costs to acquire a license in each location.

Business Combinations

In determining whether an acquisition should be accounted for as a business combination or an asset acquisition, the Company first determines whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this is the case, the single identifiable asset or the group of similar assets is not deemed to be a business and is instead deemed to be an asset. If this is not the case, the Company then further evaluates whether the single identifiable asset or group of similar identifiable assets and activities includes, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. If so, the Company concludes that the single identifiable asset or group of similar identifiable assets and activities is a business.

The Company accounts for its business combinations using the acquisition method of accounting in accordance with ASC 805, Business Combinations. The assets acquired and liabilities assumed are measured at fair value on the acquisition date using the appropriate valuation method. Goodwill represents the excess of the purchase price over the net fair value of identifiable assets acquired and liabilities assumed. The operations of an acquisition are included in the consolidated financial statements from the respective date of the acquisition.

Debt Issuance Costs

The Company defers costs directly associated with acquiring third-party financing. Debt issuance costs related to the term loans are recorded as a direct deduction from the carrying amount of the debt. Debt issuance costs related to the revolving credit facility under the First Lien Credit Agreement (the “Revolving Credit Facility”) and securitization obligations are recorded within other long-term assets. Debt issuance costs related to the Delayed Draw Term Loan Facility (as defined in Note 6 – Long-term obligations) are recorded within other long-term assets as of January 1, 2022 and as a direct deduction from the carrying amount of drawn debt as of December 31, 2022. Debt issuance costs are amortized using the effective interest rate method over the terms of the related long-term obligation and securitization obligation. The Company recognized approximately $7.4 million and $8.7 million of interest expense related to the amortization of these costs during the fiscal years ended December 31, 2022 and January 1, 2022, respectively.

Insurance Programs

The Company self-insures its exposure to professional malpractice and workers’ compensation risk up to selected retention levels. Reserves are established for estimates of the loss that will ultimately be incurred on claims that have

been reported but not paid and claims that have been incurred but not reported. These reserves are established based on consultation with an independent actuary. The actuarial valuations consider a number of factors, including historical claim payment patterns, changes in case reserves and the assumed rate of increase in healthcare costs. Recent trends in industry experience and the Company’s historical experience are the most significant factors in the determination of these reserves. Management believes the use of actuarial methods to account for these reserves provides a consistent and effective way to measure these subjective accruals. However, actual claims incurred may differ from estimates due to changes in the timing of claims reporting, claims payment and settlement practices or claims reserve practices, as well as differences between assumed and actual future cost increases. Accrued unpaid claims and expenses that are expected to be paid within the next twelve months are classified as current liabilities. All other accrued unpaid claims and expenses are classified as long-term liabilities.

Receivables under insured programs represent the portion of the Company’s reserves for professional liability and workers’ compensation losses estimated to be reimbursable under commercial insurance policies. The entities providing loss coverage to the Company are creditworthy commercial insurance companies and the Company believes that such receivables are probable of being collected and that these companies will be able to fully satisfy their obligations under the insurance contracts. Receivables under insured programs that are expected to be paid within the next twelve months are classified as current assets. All other receivables under insured programs are classified as long-term assets.

Income Taxes

The Company uses the asset and liability approach for measuring deferred tax assets and liabilities based on temporary differences existing at each balance sheet date using currently enacted tax rates. The deferred tax calculation requires the Company to make certain estimates about future operations. Deferred tax assets are reduced by a valuation allowance when the Company believes it is more likely than not that some portion or all the deferred tax assets will not be realized. The effect of a change in tax rate is recognized as income or expense in the fiscal year that includes the enactment date.

Management regularly assesses the ability to realize deferred tax assets recorded in the Company’s entities based upon the weight of available evidence, including such factors as the recent earnings history and expected future taxable income. In the event future taxable income is below management’s estimates or is generated in tax jurisdictions different than projected, the Company could be required to increase the valuation allowance for deferred tax assets. This would result in an increase in its effective tax rate.

The Company records liabilities for uncertain income tax positions based on a two-step process. The first step is recognition, where an individual tax position is evaluated as to whether it has a likelihood of greater than 50% of being sustained upon examination based on the technical merits of the position, including resolution of any related appeals or litigation processes. For tax positions that are currently estimated to have less than a 50% likelihood of being sustained, no tax benefit is recorded. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized on ultimate settlement. The actual benefits ultimately realized may differ from the estimates. In future fiscal years, changes in facts, circumstances, and new information may require the Company to change the recognition and measurement estimates with regard to individual tax positions. Changes in recognition and measurement estimates are recorded in income tax expense and liability in the fiscal year in which such changes occur. Any interest or penalties incurred related to unrecognized tax benefits are recorded as a component of the provision for income tax expense.

Net Loss per Share

Basic net loss per share is calculated by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted net loss per share is calculated by dividing net loss by the diluted weighted average number of common shares outstanding for the period. For purpose of this calculation, outstanding stock options and unvested deferred restricted stock units are considered potentially dilutive common shares.

Share-Based Compensation

The fair value of time-vesting options is recognized as compensation expense on a straight-line basis over the requisite service period of the award. The fair value of performance-vesting options is recognized as compensation expense ratably over the service fiscal year of each performance tranche when it is probable that the performance target will be achieved. The fair value of accelerator-vesting options is recognized as compensation expense ratably over the derived service fiscal year of each accelerator tranche. The fair value of the time-vesting options is determined using

the Black-Scholes option pricing model. The fair value of the performance and accelerator-vesting options are determined using the Monte Carlo option pricing model.

Determining the fair value of options at the grant date requires judgment, including estimating the expected term and the associated volatility. Prior to the IPO, estimated fair value of the Company’s stock was determined by management, using input from third-party valuations of common stock. Subsequent to the IPO, estimated fair value of the Company's stock is determined by the market price of the Company's stock. The Company has elected to account for forfeitures as they occur rather than apply an estimated forfeiture rate to share-based compensation expense.

The fair value of restricted stock units is recognized as compensation expense on a straight-line basis over the requisite service period of the award. The fair value of restricted stock units is based on the value of the underlying share at the grant date. See Note 12 - Share-Based Compensation for additional discussion of share based compensation awards.

Fair Values of Financial Instruments

Certain assets and liabilities are recorded at fair value in accordance with U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

The Company uses a three-level hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

•

Level 1 – Quoted market prices in active markets for identical assets and liabilities.

•

Level 2 – Observable inputs other than quoted market prices in Level 1, such as quoted market prices for markets that are not active or other inputs that are observable or can be corroborated by observable market data.

•

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, including certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

See Note 8 – Fair Value Measurements for additional details of the Company’s fair value measurements.

Derivative Financial Instruments

The Company may from time to time utilize derivative financial instruments to reduce interest rate risk. The Company does not hold or issue derivative financial instruments for trading purposes. The Company recognizes derivatives as either assets or liabilities at fair value in the accompanying consolidated balance sheets and does not designate the derivatives as hedging instruments. Changes in the fair value of derivatives are recognized in the Company’s consolidated statements of operations.

Branch and Regional Administrative Expenses

Branch and regional administrative expenses are administrative costs incurred in the branches and regional offices to administratively support the provision of clinical care to patients. These costs include the compensation of branch and regional leaders, recruiting, scheduling, and rent, among other things.

Corporate Expenses

Corporate expenses include costs to support the branches and regions including corporate headquarters, corporate payroll, billing and collections, corporate facilities, corporate people services, corporate information technology, and corporate related professional services necessary to support field operations.

Marketing Costs

The Company expenses marketing costs as incurred. Marketing expense for the fiscal years ended December 31, 2022 and January 1, 2022 was $6.0 million and $2.9 million, respectively.

Comprehensive Income (Loss)

Comprehensive income (loss) includes net income (loss) as well as other changes in stockholders’ (deficit) equity that result from transactions and economic events other than those with stockholders. There was no difference between net income (loss) and comprehensive income (loss) presented in the accompanying consolidated financial statements for the fiscal years ended December 31, 2022 and January 1, 2022.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of patient accounts receivable. Should government agencies suspend or significantly reduce contributions to government insurance programs, the Company’s ability to collect its receivables would be adversely affected. The Company’s exposure to credit risk with respect to its remaining receivables is limited due to the large number of state Medicaid, Medicaid Managed Care Organization payers, and Medicare Advantage payers.

The Company is also subject to credit risk due to the variable interest rates on its term loan obligations. As a result, the Company has entered into interest caps and interest rate swap agreements to limit its exposure to risk on its variable rate debt. See Note 9 – Derivative Financial Instruments for further details on the interest rate derivative instruments.

The Company maintains its cash in bank deposit accounts with major financial institutions, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to significant credit risk on cash and cash equivalents.

Segments

All of the Company’s identifiable assets are located in the United States, which is where the Company is domiciled. The Company does not generate revenue outside the United States. See Note 18 – Segment Information for additional information on the Company’s segments.

Deferred Offering Costs

Upon closing of the IPO on May 3, 2021, deferred offering costs of $7.6 million were reclassified into stockholders’ (deficit) equity and recorded against the proceeds from the offering. See Note 1 – Description of Business, Note 11 – Stockholders’ (Deficit) Equity, and Note 12 – Share-Based Compensation for additional information regarding the completion of the Company’s IPO.

Recently Issued Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. This ASU is effective as of March 12, 2020 through December 31, 2024. An entity may adopt this ASU as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020.

Additionally, in January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope, to clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. This ASU is effective immediately and should be adopted in conjunction with ASU 2020-04. The Company is currently evaluating the impact of adopting these standards.

Revenue

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Revenue

3. REVENUE

The Company evaluates the nature, amount, timing and uncertainty of revenue and cash flows using the five-step process. The Company uses a portfolio approach to group contracts with similar characteristics and analyze historical cash collection trends.

Revenue is primarily derived from (i) pediatric healthcare services provided to patients including private duty nursing and therapy services, (ii) adult home health and hospice services (collectively “patient revenue”); and (iii) from the delivery of enteral nutrition and other products to patients (“product revenue”). The services provided by the Company have no fixed duration and can be terminated by the patient or the facility at any time, and therefore, each service provided is its own stand-alone contract. Incremental costs of obtaining a contract are expensed as incurred due to the short-term nature of the contracts.

Services ordered by a healthcare provider in an episode of care are not separately identifiable and therefore have been combined into a single performance obligation for each contract. The Company recognizes revenue as its performance obligations are completed. For patient revenue, the performance obligation is satisfied over time as the customer simultaneously receives and consumes the benefits of the healthcare services provided. For product revenue, the performance obligation is satisfied at the point in time of delivery of the product to the patient. The Company recognizes patient revenue equally over the number of treatments provided in a single episode of care. Typically, patients and third-party payers are billed within several days of the service being performed, and payments are due based on contract terms.

The Company’s lines of business are generally classified into the following categories: private duty services; home health and hospice; and medical solutions.

Private Duty Services (“PDS”). The PDS business includes a broad range of pediatric and adult healthcare services including private duty skilled nursing, non-clinical services which include employer of record support services and personal care services, pediatric therapy services, rehabilitation services, and nursing services in schools and pediatric day healthcare centers.

Home Health & Hospice (“HHH”). The HHH business provides home health, hospice, and personal care services to predominately elderly patients.

Medical Solutions (“MS”). The MS business includes the delivery of enteral nutrition and other products to patients.

For the PDS, HHH, and MS businesses, the Company receives payments from the following sources for services rendered: (i) state governments under their respective Medicaid programs (“Medicaid”); (ii) Managed Care providers of state government Medicaid programs (“Medicaid MCO”); (iii) commercial insurers; (iv) other government programs including Medicare and Tricare and ChampVA (“Medicare”); and (v) individual patients. As the period between the time of service and time of payment is typically one year or less, the Company did not adjust for the effects of a significant financing component.

The Company determines the transaction price based on established billing rates reduced by contractual adjustments and discounts provided to third-party payers and implicit price concessions. Contractual adjustments and discounts are based on contractual agreements and historical experience. Implicit price concessions are based on historical collection experience. As of December 31, 2022 and January 1, 2022, estimated explicit and implicit price concessions of $52.6 million and $55.8 million, respectively, were recorded as reductions to patient accounts receivable balances to arrive at the estimated collectible revenue and patient accounts receivable. Most contracts contain variable consideration, however, it is unlikely a significant reversal of revenue will occur when the uncertainty is resolved, and therefore, the Company has included the variable consideration in the estimated transaction price. Subsequent changes resulting from a patient’s ability to pay are recorded as bad debt expense which is included as a component of operating expenses in the consolidated statements of operations. The Company did not record any bad debt expense for the fiscal years ended December 31, 2022 and January 1, 2022.

The Company derives a significant portion of its revenue from Medicaid, Medicaid MCO, Medicare and other payers that receive discounts from established billing rates. The regulations and various managed care contracts under which these discounts must be estimated are complex and subject to interpretation. Management estimates the transaction price on a payer-specific basis given its interpretation of the applicable regulations or contract terms. Updated regulations and contract negotiations occur frequently, necessitating regular review and assessment of the estimation process by management; however, there were no material revenue adjustments recognized from performance obligations satisfied or partially satisfied in previous periods for the fiscal years ended December 31, 2022 and January 1, 2022.

The following table presents revenue as a percentage of total revenue for the fiscal years ended December 31, 2022 and January 1, 2022:


	For the fiscal years ended
	December 31, 2022			January 1, 2022
Medicaid MCO		52.9	%		53.9	%
Medicaid		22.0	%		24.3	%
Commercial		9.3	%		10.8	%
Medicare		15.6	%		10.7	%
Self-pay		0.2	%		0.3	%
Total revenue		100.0	%		100.0	%

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 606
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

Goodwill and Intangible Assets, Net

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets, Net

4. GOODWILL AND INTANGIBLE ASSETS, NET

The following table summarizes changes in goodwill by segment during the fiscal years ended December 31, 2022 and January 1, 2022 (amounts in thousands):


	PDS			HHH			MS			Total
Balance at January 2, 2021, net (1)	$	1,062,318		$	111,599		$	142,468		$	1,316,385
Additions		215,645			419,585			-			635,230
Measurement adjustments		76			1,591			-			1,667
Impairments		(117,702	)		-			-			(117,702	)
Balance at January 1, 2022, net (2)		1,160,337			532,775			142,468			1,835,580
Additions		-			920			-			920
Measurement adjustments		(1,388	)		(78	)		-			(1,466	)
Impairments		(261,221	)		(382,293	)		(31,832	)		(675,346	)
Balance at December 31, 2022, net (3)	$	897,728		$	151,324		$	110,636		$	1,159,688

(1) Goodwill balance is net of $153.4 million accumulated impairment losses for PDS and $88.0 million losses for MS.
(2) Goodwill balance is net of $346.8 million of accumulated impairment losses for PDS and $88.0 million of losses for MS. 
(3) Goodwill balance is net of $608.0 million of accumulated impairment losses for PDS, $119.8 million of losses for MS, and $382.3 million losses for HHH.

See Note 2 – Summary of Significant Accounting Policies, Goodwill for details on goodwill impairment.

Additions to goodwill for the fiscal year ended January 1, 2022 related to the acquisitions of Doctor's Choice, Accredited, and Comfort Care, all of which were completed during the fiscal year ended January 1, 2022. Measurement period adjustments in the fiscal year ended December 31, 2022 in the table above resulted from finalizing the purchase price allocations of acquisitions completed during fiscal year ended January 1, 2022. Measurement period adjustments in the fiscal year ended January 1, 2022 in the table above resulted from finalizing the purchase price allocations of acquisitions completed during fiscal year ended January 2, 2021. Purchase price allocations were final for all acquisitions as of December 31, 2022.

The following tables summarize the changes in intangible assets for the fiscal years ended December 31, 2022 and January 1, 2022 (amounts in thousands):


	December 31, 2022
	Gross Carrying Amount		Accumulated Amortization			Accumulated Impairment			Total
Definitive-lived intangible assets:
Trade names	$	20,161	$	(20,050	)	$	-		$	111
Non-compete agreements		7,265		(7,265	)		-			-
Internal-use software		11,911		(4,235	)		-			7,676
Total definitive-lived intangible assets		39,337		(31,550	)		-			7,787
Indefinite-lived intangible assets:
Licenses		93,867		-			(5,791	)		88,076
Total indefinite-lived intangible assets		93,867		-			(5,791	)		88,076
Total intangible assets	$	133,204	$	(31,550	)	$	(5,791	)	$	95,863


	January 1, 2022
	Gross Carrying Amount		Accumulated Amortization			Accumulated Impairment			Total
Definitive-lived intangible assets:
Trade names	$	20,161	$	(15,932	)	$	-		$	4,229
Non-compete agreements		7,265		(7,265	)		-			-
Internal-use software		11,377		(2,358	)		-			9,019
Total definitive-lived intangible assets		38,803		(25,555	)		-			13,248
Indefinite-lived intangible assets:
Licenses		93,696		-			(4,093	)		89,603
Total indefinite-lived intangible assets		93,696		-			(4,093	)		89,603
Total intangible assets	$	132,499	$	(25,555	)	$	(4,093	)	$	102,851

Amortization expense related to the Company’s intangible assets was $6.0 million and $4.6 million for the fiscal years ended December 31, 2022 and January 1, 2022, respectively. Included in the amounts above was amortization expense of internal-use software of $1.9 million and $1.2 million for the fiscal years ended December 31, 2022 and January 1, 2022, respectively. License impairment recorded in the fiscal year ended December 31, 2022 of $0.9 million and $0.8 million was related to the PDS and HHH segments, respectively.

The estimated aggregate amortization expense related to intangible assets for each of the next five years subsequent to December 31, 2022 and thereafter is as follows (amounts in thousands):


Year Ending	Definitive-lived
December 30, 2023	$	2,270
December 28, 2024		1,218
January 3, 2026		713
January 2, 2027		713
January 1, 2028		713
Thereafter		2,160
Total		7,787

Details of Certain Balance Sheet Accounts

12 Months Ended

Dec. 31, 2022

Balance Sheet Account [Abstract]

Details of Certain Balance Sheet Accounts

5. DETAILS OF CERTAIN BALANCE SHEET ACCOUNTS

Additional information regarding certain balance sheet accounts is presented below as of December 31, 2022 and January 1, 2022 (amounts in thousands):


	As of
	December 31, 2022		January 1, 2022
Other current liabilities:
Refunds payable	$	20,490	$	24,909
Accrued interest		1,056		3,671
Notes payable		6,175		5,111
Tax refund due to seller		6,783		7,451
Other		9,337		9,004
	$	43,841	$	50,146

Long-Term Obligations

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Long-Term Obligations

6. LONG-TERM OBLIGATIONS

Long-term obligations consisted of the following as of December 31, 2022 and January 1, 2022 (dollar amounts in thousands):


Instrument	Stated Maturity Date	Contractual Interest Rate	Interest Rate as of December 31, 2022	December 31, 2022			January 1, 2022
2021 Extended Term Loan (1)	07/2028	L + 3.75%	8.14%	$	908,950		$	857,850
Second Lien Term Loan (1)	12/2029	L + 7.00%	11.39%		415,000			415,000
Revolving Credit Facility (1)	04/2026	L + 3.75%	8.14%		-			-
Total principal amount of long-term obligations					1,323,950			1,272,850
Less: unamortized debt issuance costs					(33,668	)		(37,733	)
Total amount of long-term obligations, net of unamortized debt issuance costs					1,290,282			1,235,117
Less: current portion of long-term obligations					(9,200	)		(8,600	)
Total amount of long-term obligations, net of unamortized debt issuance costs, less current portion				$	1,281,082		$	1,226,517
(1) L = Greater of 0.50% or one-month LIBOR

Scheduled future maturities of term loans for each of the next five years subsequent to December 31, 2022 are as follows (amounts in thousands):


Year Ending:
December 30, 2023	$	9,200
December 28, 2024		9,200
January 3, 2026		9,200
January 2, 2027		9,200
January 1, 2028		9,200
Thereafter		1,277,950
Total	$	1,323,950

On March 11, 2021, the Company entered into an amendment to the Revolving Credit Facility that increased availability thereunder from $75.0 million to $200.0 million upon consummation of the IPO and extended the maturity date to April 29, 2026 upon the Company's refinancing of its term loans on July 15, 2021. In connection with this increase in capacity, the Company incurred debt issuance costs of $1.6 million, which were capitalized and included in other long-term assets.

With proceeds received from the IPO, on May 3, 2021 the Company repaid an aggregate principal amount of $307.0 million under its Prior Second Lien Credit Agreement, including the incremental amount borrowed in connection with financing the acquisition of Doctor’s Choice, thereby repaying in full and terminating the Prior Second Lien Credit Agreement. In addition, on May 4, 2021, the Company repaid $100.0 million in principal amount of its outstanding indebtedness under the First Lien Credit Agreement. In connection with these repayments of

principal amounts, the Company wrote off debt issuance costs totaling $8.9 million, which are included in loss on debt extinguishment in the accompanying consolidated statements of operations.

On July 15, 2021 the Company entered into an Extension Amendment (the “Extension Amendment”) to its First Lien Credit Agreement, originally dated March 16, 2017, with Barclays Bank, as administrative agent, the collateral agent, a letter of credit issuer, and swingline lender, and the lenders and other agents party thereto from time to time (as amended to date, the “First Lien Credit Agreement”). The Extension Amendment converted outstanding balances under all remaining first lien term loans into a single term loan in an aggregate principal amount of $860.0 million (the “2021 Extended Term Loan”), and extended the maturity date to July 2028. In accordance with ASC 470-50-40, Debt Modification and Extinguishments, the Extension Amendment was accounted for as a modification of debt for the lenders that remained in the syndicate, while the portions of the converted loans attributable to lenders who did not participate in the conversion were accounted for as an extinguishment of debt. As a result, for the remaining unamortized debt issuance costs related to the First Lien Credit Agreement, the Company recorded a $4.4 million loss on debt extinguishment and deferred $14.0 million as a direct deduction from the carrying amount of the debt. For the newly incurred deferred issuance costs on the Extension Amendment, the Company recorded a $0.4 million loss on debt extinguishment, $7.0 million of modification expense within corporate expenses in the accompanying consolidated statements of operations and deferred $8.3 million as a direct deduction from the carrying amount of the debt.

The Extension Amendment also provided for a delayed draw term loan facility (the “Delayed Draw Term Loan Facility”) in an aggregate principal amount of $200.0 million, which permits the Company to incur senior secured first lien term loans (the “Delayed Draw Term Loans”) from time to time until July 15, 2023, in each case subject to certain terms and conditions. In connection with the new facility, the Company incurred debt issuance costs of $2.5 million, which were capitalized and included in other long-term assets. On August 9, 2022, the Company borrowed $60.0 million under the Delayed Draw Term Loan Facility, the terms of which are similar to those of the 2021 Extended Term Loan, and as a result the balance related to the Delayed Draw Term Loan is presented together with the 2021 Extended Term Loan in the table above. At the time of borrowing, the Company transferred a proportionate share of the debt issuance costs from other long-term assets to a direct deduction of the carrying amount of the debt. On November 16, 2022, the Company terminated the remaining Delayed Draw Term Loan Facility of $140.0 million. At the time of the termination, the Company expensed the remaining unamortized debt issuance costs within other long-term assets to interest expense in the accompanying consolidated statements of operations.

On August 9, 2021, the Company entered into the Seventh Amendment to its First Lien Credit Agreement, as previously amended, (the “Seventh Amendment”) to reduce the interest rates applicable to Revolving Credit Loans (as defined in the First Lien Credit Agreement). As amended, Revolving Credit Loans bear interest, at the Company's election, at a variable interest rate based on either LIBOR (subject to a minimum of 0.50%) or prime or federal funds rate (“Annual Base Rate” or “ABR”) (subject to a minimum of 2.00%) for the interest period relevant to such borrowing, plus an applicable margin of 3.75% for loans accruing interest based on LIBOR and an applicable margin of 2.75% for loans accruing interest based on ABR. In connection with this amendment, the Company incurred debt issuance costs of $0.1 million, which were capitalized and included in other long-term assets.

The 2021 Extended Term Loan and any Delayed Draw Term Loan Facility bear interest, at the Company’s election, at a variable interest rate based on either LIBOR (subject to a minimum of 0.50%), or ABR (subject to a minimum of 2.00%) for the interest period relevant to such borrowing, plus an applicable margin of 3.75% for loans accruing interest based on LIBOR and an applicable margin of 2.75% for loans accruing interest based on ABR. As of December 31, 2022, the $860.0 million principal amount of the 2021 Extended Term Loan accrued interest at a rate of 8.14%.

On December 10, 2021, the Company entered into a Second Lien Credit Agreement (the “Second Lien Credit Agreement”) with a syndicate of lending institutions and Barclays Bank, as administrative agent and collateral agent. The Second Lien Term Loan has an aggregate principal amount of $415.0 million and a maturity date of December 10, 2029. The Second Lien Term Loan bears interest at a rate per annum equal to, at the Company’s option, either (1) an applicable margin (equal to 6.00%) plus a base rate determined by reference to the highest of (a) 0.50% per annum plus the Federal Funds Effective Rate, (b) the Prime Rate and (c) the LIBOR rate determined by reference to the cost of funds for U.S. dollar deposits for an interest period of one month adjusted for certain additional costs, plus 1.00%; or an applicable margin (equal to 7.00%) plus LIBOR determined by reference to the cost of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs; provided that such rate is not lower than a floor of 0.50%. As of December 31, 2022, the $415.0 million principal amount of the Second Lien Term Loan accrued interest at a rate of 11.39%. In connection with the Second Lien Term Loan, the Company incurred

debt issuance costs of $16.8 million, which were capitalized as a direct deduction from the carrying amount of the debt.

Debt issuance costs related to the term loans are recorded as a direct deduction from the carrying amount of the debt. The balance for debt issuance costs related to the term loans as of December 31, 2022 and January 1, 2022 was $33.3 million and $37.7 million, respectively. Debt issuance costs related to the Revolving Credit Facility are recorded within other long-term assets. The balance for debt issuance costs related to the Revolving Credit Facility as of December 31, 2022 and January 1, 2022 was $0.2 million and $1.3 million, respectively. Debt issuance costs related to the Delayed Draw Term Loan Facility are recorded within other long-term assets as of January 1, 2022 and as a direct deduction from the $60.0 million drawn as of December 31, 2022. The balance for debt issuance costs related to the Delayed Draw Term Loan Facility as of December 31, 2022 and January 2, 2022 was $0.4 million and $1.9 million, respectively. The Company recognized interest expense related to the amortization of debt issuance costs of $7.4 million and $8.7 million for the fiscal years ended December 31, 2022 and January 1, 2022, respectively.

Issued letters of credit as of December 31, 2022 and January 1, 2022 were $19.7 million and $17.6 million, respectively. Unused letters of credit as of December 31, 2022 and January 1, 2022 were $10.3 million and $12.4 million, respectively. There were no swingline loans outstanding as of December 31, 2022 and January 1, 2022. Borrowing capacity under the Company's Revolving Credit Facility was $180.3 million as of December 31, 2022 and $182.4 million as of January 1, 2022. Available borrowing capacity under the Revolving Credit Facility is subject to a maintenance leverage covenant that becomes effective if more than 30% of the total commitment is utilized.

The fair value of the Company's long-term obligations was estimated using market observable inputs for the Company’s comparable peers with public debt, including quoted prices in active markets, which are considered Level 2 inputs. The aggregate fair value of the Company's long-term obligations was $954.9 million at December 31, 2022.

The Company was in compliance with all financial covenants and restrictions at December 31, 2022 and January 1, 2022.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
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-Subparagraph (h)
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1I
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-Paragraph 1B
-Subparagraph (g)
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-Section 50
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-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Securitization Facility

12 Months Ended

Dec. 31, 2022

Securitization Facility [Abstract]

Securitization Facility

7. SECURITIZATION FACILITY

On November 12, 2021, the Company (through a wholly owned special purpose entity, Aveanna SPV I, LLC) (the “special purpose entity”) entered into a Receivables Financing Agreement (the “Securitization Facility”) with a lending institution with a termination date of November 12, 2024. On August 9, 2022, the Company amended the Securitization Facility to increase the maximum amount available under the Securitization Facility from $150.0 million to $175.0 million, subject to certain borrowing base requirements. The Company incurred debt issuance costs of $1.4 million in connection with the Securitization Facility, which were capitalized and included in other long-term assets. The Company recognized interest expense related to the amortization of debt issuance costs of $0.4 million and $0.1 million for the fiscal years ended December 31, 2022 and January 1, 2022, respectively.

Pursuant to sale agreements, each of which is among Aveanna Healthcare, LLC, as initial servicer, certain of the Company's subsidiaries and the special purpose entity, the subsidiaries sold substantially all of their existing and future accounts receivable balances to the special purpose entity. The special purpose entity uses the accounts receivable balances to collateralize loans made under the Securitization Facility. The Company retains the responsibility of servicing the accounts receivable balances pledged as collateral under the Securitization Facility and provides a performance guaranty.

The outstanding balance under the Securitization Facility was $140.0 million at December 31, 2022, which accrues interest at a rate tied to the Bloomberg Short-term Bank Yield Index (“BSBY”) plus an applicable margin, which can increase or decrease based upon the Company's credit rating. The interest rate under the Securitization Facility was 6.62% at December 31, 2022.

The Securitization Facility is accounted for as a collateralized financing activity, rather than a sale of assets, and therefore: (i) accounts receivable balances pledged as collateral are presented as assets and the borrowings are presented as liabilities in the accompanying consolidated balance sheets; (ii) the accompanying consolidated statements of operations reflect the interest expense associated with the collateralized borrowings; and (iii) receipts from customers related to the underlying accounts receivable are reflected as operating cash flows and borrowings and repayments under the collateralized loans are reflected as financing cash flows within the accompanying consolidated statements of cash flows. The Securitization Facility is included within current liabilities on the consolidated balance sheets as it is collateralized by current patient accounts receivable and not because payments are due within one year of the balance sheet date.

Fair Value Measurements

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

8. FAIR VALUE MEASUREMENTS

The carrying amounts of cash and cash equivalents, patient accounts receivable, accounts payable, accrued expenses and other current liabilities approximate their fair values due to the short-term maturities of the instruments.

The Company’s other assets and other liabilities measured at fair value are as follows (amounts in thousands):


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

	Fair Value Measurements at January 1, 2022
	Level 1		Level 2		Level 3		Total
Liabilities:
Interest rate swap agreements	$	-	$	15,342	$	-	$	15,342
Total derivative liabilities	$	-	$	15,342	$	-	$	15,342

During the fiscal years ended December 31, 2022 and January 1, 2022, there were no transfers between Level 1, Level 2, and Level 3.

The fair values of the interest rate swap and cap agreements are based on the estimated net proceeds or costs to settle the transactions as of the respective balance sheet dates. The valuations are based on commercially reasonable industry and market practices for valuing similar financial instruments. See Note 9 – Derivative Financial Instruments for further details on the Company’s interest rate swap and cap agreements.

For the annual goodwill impairment test, the Company performs a Step 1 analysis that uses a combination of expected present value of future cash flows (income approach) and comparable public companies (market approach) to determine the fair value of the reporting unit. These approaches use primarily unobservable inputs, including revenue growth rates, projected EBITDA margins, and discount rates, which are considered Level 3 fair value measurements. The fair value analysis takes into account recent and expected operating performance.

See Note 11 – Stockholders' (Deficit) Equity and Note 12 – Share-Based Compensation for further details on the Company’s deferred restricted stock units.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Derivative Financial Instruments

12 Months Ended

Dec. 31, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments

9. DERIVATIVE FINANCIAL INSTRUMENTS

The Company’s earnings and cash flows are subject to fluctuations due to changes in interest rates, and the Company seeks to mitigate a portion of this risk by entering into derivative contracts. The Company currently uses interest rate swaps and an interest rate caps. The Company recognizes derivatives as either assets or liabilities at fair value in the accompanying consolidated balance sheets and does not designate the derivatives as hedging instruments. Changes in the fair value of derivatives are therefore recorded in earnings throughout the terms of the respective derivatives.

The Company currently has two interest rate swap agreements intended to limit its exposure to interest rate risk on its variable rate debt. These swaps expire on June 30, 2026 and reduce the fixed rate paid under the swaps. Under the swaps, the Company pays a fixed rate of 2.08% and receives the one-month LIBOR rate, subject to a 0.50% floor. The aggregate notional amount of the interest rate swaps remained unchanged at $520.0 million at December 31, 2022 and January 1, 2022, respectively. The fair value of the interest rate swaps was a $34.3 million asset at December 31, 2022 and a $15.3 million liability at January 1, 2022 and is included in other long-term assets and other long-term liabilities in the accompanying consolidated balance sheets. The Company does not apply hedge accounting to these agreements and records all mark-to-market adjustments directly to other income in the accompanying consolidated statements of operations, which are included within cash flows from operating activities in the accompanying consolidated statements of cash flows. The net settlements incurred with swap counterparties under the swap agreements prior to the amendment were recognized through cash flows from operating activities in the accompanying consolidated statements of cash flows. Subsequent to amendments to the foregoing swaps effected in July 2021, the

net settlements are recognized through cash flows from financing activities in the accompanying consolidated statements of cash flows due to an other-than-insignificant financing element on the interest rate swaps resulting from the amendment.

In July 2021, the Company entered into a three-year, $340.0 million notional interest rate cap agreement with a cap rate of 1.75%, which the Company sold in November 2021 for $2.0 million and recorded a gain from the sale of $1.1 million. The one-time premium paid for this interest rate cap was $0.9 million. On February 9, 2022, the Company entered into interest rate cap agreements for an aggregate notional amount of $880.0 million and a cap rate of 3.00%. The premium paid for the interest rate cap agreements was $11.7 million. The cap agreements have an expiration date of February 28, 2027, and provide that the counterparty will pay the Company the amount by which LIBOR exceeds 3.00% in a given measurement period. The fair value of the interest rate cap agreements at December 31, 2022 was $47.5 million and is included in other long-term assets on the accompanying consolidated balance sheets. The Company does not apply hedge accounting to interest rate cap agreements and records all mark-to-market adjustments directly to other income in the accompanying consolidated statements of operations, which is an adjustment to cash flows from operating activities in the consolidated statement of cash flows. The premium payment and proceeds from sale of the interest rate cap were recognized through cash flows from investing activities, while the effects of the mark-to-market adjustments are recognized through cash flows from operating activities in the accompanying consolidated statements of cash flows.

The following mark-to-market gains (losses) from these derivatives not designated as hedging instruments were recognized in the Company’s consolidated statements of operations for the fiscal years ended December 31, 2022, and January 1, 2022, respectively.


	Statement of Operations	For the fiscal years ended
	Classification	December 31, 2022		January 1, 2022
Interest rate cap agreements	Other income	$	35,734	$	(88	)
Interest rate swap agreements	Other income	$	49,633	$	13,282

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

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

10. INCOME TAXES

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted. The CARES Act temporarily lifted certain deduction limitations such as those related to the deductibility of meals and the limitation on the deduction for interest expense. The CARES Act allowed for the deferral of the payment of the employer’s share of social security taxes to December 31, 2021 and December 31, 2022.

Beginning in 2022, the 2017 Tax Cuts and Jobs Act amended Section 174 to eliminate current-year deductibility of research and experimentation (R&E) expenditures and software development costs (collectively, R&E expenditures) and instead require taxpayers to charge their R&E expenditures to a capital account amortized over five years (15 years for expenditures attributable to R&E activity performed outside the United States). For the 2022 tax year, the Company has capitalized approximately $4.5 million of research and development expenses for income tax purposes. While Management believes this estimate to be materially accurate, the Company plans to further refine the analysis in advance of filing the tax return for the year ended December 31, 2022.

Income taxes consisted of the following for the fiscal years ended December 31, 2022 and January 1, 2022 (amounts in thousands):


	For the fiscal years ended
	December 31, 2022			January 1, 2022
Current income tax expense (benefit):
Federal	$	(2,323	)	$	581
State and local		658			1,574
Total Current	$	(1,665	)	$	2,155
Deferred income tax expense (benefit):
Federal	$	(1,561	)	$	(1,231	)
State and local		1,446			2,544
Total Deferred	$	(115	)	$	1,313
Total income tax (benefit) expense	$	(1,780	)	$	3,468

A reconciliation of the difference between the federal statutory tax rate and the Company’s effective tax rate for income taxes for the fiscal years ended December 31, 2022 and January 1, 2022 is as follows (amounts expressed as a percentage):


	For the fiscal years ended
	December 31, 2022			January 1, 2022
U.S. Federal statutory income tax rate		(21.0	)		(21.0	)
State income taxes, net of federal tax benefits		0.3			3.4
Goodwill impairment		9.4			17.0
Non-taxable escrow settlement		-			-
Other nondeductible expenses		0.2			1.6
Uncertain tax positions		(0.4	)		(0.4	)
Deferred balance adjustments		-			-
Valuation allowance		11.6			3.1
Other		(0.4	)		(0.6	)
Effective tax rate		(0.3	)		3.1

Deferred income taxes reflect the net effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax.

Significant components of deferred tax assets and liabilities were as follows as of December 31, 2022 and January 1, 2022 (amounts in thousands):


	As of
	December 31, 2022			January 1, 2022
Deferred tax assets:
Contractual adjustments and discounts	$	13,589		$	14,519
NOL, federal and state		30,175			19,628
Federal tax credits		2,688			2,270
Payroll related accruals		18,742			23,562
Intangible assets		101,483			22,270
Interest expense limitation		59,871			34,931
Transaction costs		3,608			4,171
Accrued expenses		3,642			4,494
Interest rate derivatives		-			4,073
Lease liabilities		15,589			15,740
Stock compensation		8,481			5,119
Section 174 costs		1,079			-
Other		310			254
Gross deferred tax assets		259,257			151,031
Less: valuation allowance		(203,370	)		(105,000	)
Net deferred tax assets		55,887			46,031
Deferred tax (liabilities):
Property and equipment		(1,363	)		(3,281	)
Goodwill		(20,854	)		(26,621	)
Interest rate derivatives		(18,456	)		-
Lease right of use assets		(14,254	)		(13,751	)
Other		(4,804	)		(5,424	)
Gross deferred tax (liabilities)		(59,731	)		(49,077	)
Net deferred tax assets (liabilities)	$	(3,844	)	$	(3,046	)

As of December 31, 2022, the Company had gross federal and state net operating loss (“NOL”) carryforwards of $63.2 million and $322.4 million, respectively. For those losses generated prior to 2018, the carryforwards will expire at various dates from 2021 through 2038. For those losses incurred after 2017, there is no statutory time expiration for the federal and certain state NOLs. A valuation allowance was established for federal and state losses that the Company believes are not more likely than not to be realized in the near future.

Internal Revenue Code Sec. 163(j) limits the deduction for net interest expense that exceeds 30% of the taxpayer’s adjusted taxable income (“ATI”) for the year ended 2021. The CARES Act changed interest deductibility limiting the deduction for net interest expense that exceeds 50% of the taxpayer’s adjusted taxable income (“ATI”) for tax years 2020 and 2019. Sec. 163(j) permits an indefinite carryforward of any disallowed business interest. As of December 31, 2022, the Company has $252.5 million of interest expense carryovers. The deferred tax asset associated with these interest expense carryovers of $59.9 million is partially offset by a valuation allowance as the Company believes the benefit of this carryover is not more likely than not to be realized in the future.

Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Annually, the Company assesses the future realization of the tax benefit of its existing deferred tax assets and determines whether a valuation allowance is needed. Based on the Company’s assessment, it is more likely than not that a portion of the deferred tax assets will not be realized in the future. As a result, the Company recorded a valuation allowance of $203.4 million against its deferred tax assets at December 31, 2022. The valuation allowance increased by $98.4 million from the $105.0 million valuation allowance recorded as of January 1, 2022. The increase is primarily related to new deferred tax assets associated with current year operations, including goodwill impairment, as well as a valuation allowance recorded through purchase accounting. The Company will maintain the valuation allowance until an appropriate level of profitability is sustained or the Company is able to develop prudent and feasible tax planning strategies that enable management to conclude that deferred tax assets are realizable. The following table summarizes changes in the valuation allowance as of December 31, 2022 and January 1, 2022 (amounts in thousands):


	As of
	December 31, 2022		January 1, 2022
Beginning of year balance	$	105,000	$	94,041
Valuation allowance recorded through purchase accounting		-		1,156
Increases in valuation allowance		98,370		9,803
End of year balance	$	203,370	$	105,000

The Company is subject to U.S. federal and state income tax in multiple jurisdictions. With limited exceptions, years prior to the 2019 fiscal year are no longer open to U.S. federal, state, or local examinations by taxing authorities. The Company is also under examination by the Internal Revenue Service (the “IRS”) for certain historical tax periods in fiscal years 2015, 2016 and 2017. To date, the IRS is continuing its examination process and no formal assessments have been issued. The Company is not under any current income tax examinations by any state or local taxing authorities.

Uncertain Tax Positions

At December 31, 2022 and January 1, 2022, the total unrecognized tax benefits were $8.1 million and $10.2 million, respectively, and accrued interest and penalties were $1.8 million and $2.0 million, respectively. The Company recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense. If the Company were to prevail on all unrecognized tax benefits recorded, $9.9 million of tax benefit would impact the overall effective tax rate. The Company expects $1.0 million of the unrecognized tax benefits to become recognized within the next 12 months. The Company recognized $2.1 million of unrecognized tax benefits due to statute expirations during the fiscal year ended December 31, 2022. The following table summarizes changes in uncertain tax positions as of December 31, 2022 and January 1, 2022 (amounts in thousands):


	For the fiscal years ended
	December 31, 2022			January 1, 2022
Beginning of year balance	$	10,240		$	6,182
Increase in current period tax positions		-			214
Increase in prior period tax positions		-			4,846
Lapse of limitations		(2,105	)		(1,002	)
End of year balance	$	8,135		$	10,240

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-Paragraph 17
-Subparagraph (b)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-SubTopic 30
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-Paragraph 2
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Stockholders' (Deficit) Equity

12 Months Ended

Dec. 31, 2022

Shareholders Equity And Share Based Compensation [Abstract]

Stockholders' (Deficit) Equity

11. STOCKHOLDERS’ (DEFICIT) EQUITY

Initial Public Offering

On May 3, 2021, the Company completed its IPO pursuant to which the Company sold an aggregate of 42,236,000 shares of common stock, including 4,000,000 shares of common stock purchased by the underwriters on May 25, 2021 pursuant to the underwriters’ option to purchase additional shares at the initial public offering price, less underwriting discounts and commissions. The Company received net proceeds from the IPO of $477.7 million. The Company also incurred offering expenses of $7.6 million.

Change in capital structure

On April 19, 2021, the Company’s Board of Directors and its stockholders approved, and the Company filed, amendments to the Company’s certificate of incorporation, including the Company’s Second Amended and Restated Certificate of Incorporation, which (i) eliminated Class B common stock, resulting in one class of shares of common stock authorized, issued and outstanding, (ii) effected a one-to-20.5 forward stock split and (iii) authorized 1,000,000,000 shares of common stock and 5,000,000 shares of preferred stock. The par value of each share of common stock and preferred stock was not adjusted in connection with the aforementioned forward stock split.

Share-Based Compensation

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Share-Based Compensation

12. SHARE-BASED COMPENSATION

Stock Incentive Plans

On July 2, 2021, the Company's Board of Directors adopted the Company's 2021 Stock Incentive Plan (the “2021 Omnibus Incentive Plan”). The 2021 Omnibus Incentive Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Other Stock or Cash Based Awards and Dividend Equivalents to enhance the Company's ability to attract, retain, and motivate persons who make important contributions to the Company. During the fiscal year ended December 31, 2022, the Company granted Restricted Stock Units under the 2021 Omnibus Incentive Plan.

On April 19, 2021, the Company’s Board of Directors adopted the Company’s Amended and Restated 2017 Stock Incentive Plan (the “Amended 2017 Plan”). The Amended 2017 Plan (i) provides for the issuance of shares of common stock, as opposed to the Class B common stock previously issuable under the plan, to align with the Company’s Amended and Restated Certificate of Incorporation and (ii) modified the vesting terms of the existing issued performance-vesting options to vest upon the achievement of volume weighted average price (“VWAP”) per share hurdles for any ninety consecutive days commencing on or after the nine-month anniversary of the IPO. On June 17, 2021, the Company established the VWAP per share hurdles for the performance-vesting options, which resulted in an accounting modification to outstanding awards under the Amended 2017 Plan on that date.

The issuance of shares of common stock rather than Class B common stock resulted in an accounting modification on April 19, 2021 to the Company’s time-vesting options; however, the incremental fair value was not material.

Amended 2017 Plan

Outstanding awards granted under the Amended 2017 Plan included time-vesting options, performance-vesting options, and restricted stock awards. Most awards granted to Participants consist of 50% time-vesting options and 50% performance-vesting options. Time-vesting options vest 20% per year over a period of 5 years, and the only condition to vesting is the passage of time. The related compensation expense is recognized ratably over the required service period. Time-vesting options will fully vest upon the sale of the Company. The Company also awards accelerator-vesting options, which are subject to the time-based vesting schedule of 20% per year over a period of 5 years and provide additional value to holders, should the Company meet specified return levels to its stockholders.

Time-Vesting Options

To determine the fair value of time-vesting options under the Amended 2017 Plan, the Company utilizes a Black-Scholes model. No time-vesting options were awarded during the fiscal years ended December 31, 2022 and January 1, 2022 under the Amended 2017 Plan.

Performance-Vesting Options

Completion of the Company’s IPO in April 2021 resulted in the Company’s performance-vesting options becoming eligible to potentially vest. Upon completion of the IPO, the Company recognized compensation expense of $3.2 million, representing the time elapsed from the respective grant dates of the outstanding awards to the completion of the IPO in proportion to the total requisite service period of the awards, multiplied by the respective original grant date fair values. The compensation expense recorded was included in corporate expenses and branch and regional administrative expenses in the accompanying consolidated statements of operations for the fiscal year ended January 1, 2022. The Company recorded compensation expense from the IPO date to the modification date of $0.4 million, which was also included in corporate expenses and branch and regional administrative expenses in the accompanying consolidated statements of operations for the fiscal year ended January 1, 2022.

As a result of the June 17, 2021 modification, described above, the Company calculated the fair value of the outstanding performance-vesting options immediately before and immediately after the modification using the Monte Carlo option-pricing model. The fair value inputs included in the modification calculation were expected term of 6.5-9.4 years based on grant date, expected volatility of 45.00%, risk free rate of 1.45%, cost of equity of 10.5% and an assumed dividend yield of 0.00%. The Company calculated incremental fair value of $8.8 million resulting from the modification, which, along with the unrecognized compensation expense of $4.4 million under the original terms, was recognized prospectively over the revised remaining requisite service period. The Company recorded compensation expense for the period from the modification date through January 1, 2022 of $6.5 million, and $4.5 million during the fiscal year ended December 31, 2022, which is included in corporate expenses and branch and regional administrative expenses in the accompanying consolidated statements of operations. There was no unrecognized compensation expense as of December 31, 2022 associated with outstanding performance-vesting options.

No accelerator-vesting options were granted during the fiscal years ended December 31, 2022 and January 1, 2022.

Director Restricted Stock Units - Amended 2017 Plan

In accordance with the Amended 2017 Plan, an aggregate of no more than 307,500 shares of common stock are reserved for settlement of deferred restricted stock units (“Pre-IPO Deferred RSUs”). Pre-IPO Deferred RSUs fully vest on the grant date and convert to common shares upon the earlier of (1) the sale of the Company or (2) termination of service.

The value of the remaining unsettled awards was recognized in deferred restricted stock units as of December 31, 2022 and January 1, 2022 in the accompanying consolidated balance sheets. There were no awards granted during the fiscal years ended December 31, 2022 or January 1, 2022.

The Pre-IPO Deferred RSUs contain a put right, which would require the Company, at the option of the Participant, to repurchase all the Pre-IPO Deferred RSUs in event of the Participant’s termination at fair market value. The existence of this put right prevents the Participant from bearing the risks and rewards of ownership during the six month period following the vesting date as the put right requires the Company to purchase all shares the Participant received at fair market value on the repurchase date. Based on the nature of the Pre-IPO Deferred RSUs, management determined the awards, upon grant, have characteristics of a liability and accounts for them as liabilities initially.

After the Award has been outstanding for six months and a day, the Participant is subject to the risk and rewards of ownership, and the Award is reclassified to temporary equity, or when the Award has been settled, if earlier. As the put right is exercisable only when the Participant terminates his or her service, which is outside the control of the Company, the Company has classified the awards outstanding subsequent to the initial six-month period as temporary equity.

The Pre-IPO Deferred RSUs are recorded at fair value upon issuance and are remeasured at fair value at each reporting date while classified as a liability and immediately prior to being reclassified as temporary equity. As the Pre-IPO Deferred RSUs are contingently redeemable, the Company does not subsequently adjust the redemption value once classified as temporary equity as it is not deemed probable that the Participant will terminate his or her service. As of both December 31, 2022 and January 1, 2022, the Company had recorded $2.1 million in temporary equity related to all outstanding awards in the accompanying consolidated balance sheets.

As of both December 31, 2022 and January 1, 2022, there were 194,750 Pre-IPO Deferred RSUs outstanding, all of which were fully vested. No Pre-IPO Deferred RSUs vested during the fiscal years ended December 31, 2022 or January 1, 2022. There was no compensation expense related to the Pre-IPO Deferred RSUs for the fiscal years ended December 31, 2022 and January 1, 2022.

2021 Omnibus Incentive Plan

Outstanding awards under the 2021 Omnibus Incentive Plan as of December 31, 2022 include restricted stock units which were granted to certain members of the Board of Directors and certain members of management of the Company. These restricted stock units vest over time and upon vesting convert into shares of common stock on a one-for-one basis.

Director Restricted Stock Units

On June 30, 2021, the Company awarded Directors an aggregate of 52,545 restricted stock units (“Director RSUs”) under the 2021 Omnibus Incentive Plan. The Director RSUs awarded on June 30, 2021 vested over a one-year period. The weighted average grant date per share fair value of Director RSUs granted during the fiscal year ended January 1, 2022 was $12.37. On August 15, 2022, the Company awarded an aggregate of 308,055 Director RSUs which vest over a one-year period. The weighted average grant date per share fair value of Director RSUs was $2.11.

The Company recorded $0.6 million and $0.3 million of compensation expense during the fiscal years ended December 31, 2022 and January 1, 2022, respectively. This expense is included in corporate expenses in the accompanying consolidated statements of operations. Unrecognized compensation expense associated with the Director RSUs as of December 31, 2022 was $0.4 million.

Management Restricted Stock Units

On December 29, 2021, the Company awarded certain members of Management an aggregate of 2,400,000 restricted stock units (“Management RSUs”) under the 2021 Omnibus Incentive Plan. The Management RSUs awarded on December 29, 2021 vest over a four-year period. The weighted average grant date per share fair value of Management RSUs granted during the fiscal year ended January 1, 2022 was $7.00. There were no such awards granted during the fiscal year ended December 31, 2022. The Company recorded $34.5 thousand of compensation expense during the fiscal year ended January 1, 2022 and $3.9 million of compensation expense during the fiscal year ended December 31, 2022, which is included in corporate expenses in the accompanying consolidated statements of operations. Unrecognized compensation expense associated with the Management RSUs as of December 31, 2022 and January 1, 2022 was $11.6 million and $16.8 million, respectively.

Long-Term Incentive Plan ("LTIP")

In the first quarter of 2022, the Compensation Committee of the Company's Board of Directors approved LTIP grants of restricted stock units ("RSUs") and performance stock units ("PSUs") under the 2021 Omnibus Incentive Plan.

The RSUs are subject to a three-year service-based cliff vesting schedule commencing on the date of grant. Compensation cost for the RSUs is measured based on the grant date fair value of each share and the number of shares granted and is recognized over the applicable vesting period on a straight-line basis. In the first fiscal quarter of 2022, the Company granted 2,124,212 RSUs with a grant date per share fair value of $4.93. The Company recorded compensation expense, net of forfeitures, of $2.3 million during the fiscal year ended December 31, 2022, which is included in corporate expenses and branch and regional administrative expenses in the accompanying consolidated statements of operations. There was no such expense during the fiscal year ended January 1, 2022. Unrecognized compensation expense as of December 31, 2022 was $5.1 million.

The PSUs contain two performance criteria: (i) 50% based on relative total shareholder return ("TSR") over a three-year performance period, which measures the Company's total shareholder return as compared to the total shareholder return of a designated peer group, and (ii) 50% based on an adjusted EBITDA target over a one-year performance period. The PSUs are also subject to a three-year service-based cliff vesting schedule commencing on the date of grant. For the PSUs that have a service and a market condition, compensation cost is measured based on the grant date estimated fair value determined using a Monte Carlo simulation model and is recognized over the applicable vesting period on a straight-line basis. The fair value inputs included in the Monte Carlo simulation model were remaining measurement period of 2.88 years, stock price on date of grant of $4.93, daily average closing stock price for the two calendar months prior to the beginning of the performance period of $7.29, risk free rate of 1.77%, and the performance payout per TSR performance percentile. For the PSUs that have a service and a performance condition, compensation cost is initially measured based on the grant date fair value of each share. Cumulative compensation cost is subsequently adjusted at the end of each reporting period to reflect the current estimation of achieving the performance condition. In the first fiscal quarter of 2022, the Company granted 1,389,801 PSUs with a weighted average grant date per share fair value of $5.24. The Company recorded compensation expense, net of forfeitures, of $1.1 million during the fiscal year ended December 31, 2022, which is included in corporate expenses and branch and regional administrative expenses in the accompanying consolidated statements of operations. There was no such expense

during the fiscal year ended January 1, 2022. Unrecognized compensation expense as of December 31, 2022 associated with the remaining PSUs was $2.6 million.

The following table summarizes the Company’s option and restricted stock units activity for the year ended December 31, 2022:


	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Total Intrinsic Value (in thousands)
Outstanding at January 2, 2021		15,573,898			6.62		7.3		130,546
Granted		2,452,545			-		-		-
Exercised		(198,764	)		4.88		-		332
Forfeited		(105,048	)		8.43		-		-
Outstanding at January 1, 2022		17,722,631			5.71		6.8		29,657
Granted		3,941,930			-		-		-
Exercised		(321,053	)		-		-		328
Forfeited		(1,494,515	)		4.78		-		-
Outstanding at December 31, 2022		19,848,993			4.74		4.5		4,270
Exercisable at December 31, 2022		7,741,136			6.59		5.0		-
Vested and expected to vest at December 31, 2022		19,154,076			4.91		4.5

Total compensation expense for all awards under the Amended 2017 Plan and 2021 Omnibus Incentive Plan was $13.6 million and $13.6 million for the fiscal years ended December 31, 2022 and January 1, 2022, respectively. Total unrecognized compensation expense for all awards under the Amended 2017 Plan and 2021 Omnibus Incentive Plan was $22.6 million and $28.6 million as of December 31, 2022 and January 1, 2022, respectively. The weighted-average period over which this expense is expected to be recognized is 1.4 years. The total fair value of options vested during the fiscal years ended December 31, 2022 and January 1, 2022 was $4.5 million and $2.8 million, respectively.

Employee Stock Purchase Plan

On April 28, 2021, the Company’s Board of Directors adopted the Aveanna Healthcare Holdings Inc. 2021 Employee Stock Purchase Plan (the “ESPP”). Initially, a maximum of 5,404,926 shares of the Company’s common stock are authorized for issuance under the ESPP. Under the ESPP, shares of common stock may be purchased by eligible participants during defined purchase periods at 85% of the lesser of the closing price of the Company’s common stock on the first day or last day of each purchase period. The first purchase period for the ESPP began on August 1, 2021 and ended on December 31, 2021. The Company used a Black-Scholes option pricing model to value the common stock purchased as part of the Company's ESPP. The fair value estimated by the option pricing model is affected by the price of the common stock as well as subjective variables that include assumed interest rates, the expected dividend yield, and the expected share volatility over the term of the award. Fair value inputs for the purchase period in 2021 included assumed risk free interest rate of 0.05%, expected volatility of 32%, and expected dividend yield of 0.00%. Fair value inputs for the purchase periods in 2022 included assumed risk free interest rate of 0.19% to 2.51%, expected volatility of 48% to 49%, and expected dividend yield of 0.00%. The Company recorded compensation expense of $2.3 million and $0.9 million associated during the fiscal years ended December 31, 2022 and January 1, 2022, respectively, which is included in corporate expenses, branch and regional administrative expenses and cost of revenue, excluding depreciation and amortization in the accompanying consolidated statements of operations. Participants purchased a total of 3,805,844 shares of common stock at a weighted average price of $1.05 per share during the fiscal year ended December 31, 2022. Participants purchased a total of 369,320 shares of common stock at a price of $6.29 per share during the fiscal year ended January 1, 2022.

Leases

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Leases

13. LEASES

The Company has historically entered into operating leases for local branches, its corporate headquarters, and certain equipment. The Company’s current leases have expiration dates through 2030. Certain of these lease arrangements have free rent periods and/or escalating rent payment provisions. Rent is recognized on a straight-line basis over the lease term. Certain of the Company’s leases include termination options and renewal options for periods ranging from one to five years. Because the Company is not reasonably certain to exercise termination options, the options are not

considered in determining the lease term, and payments for the full lease term are included in lease payments. Because the Company is not reasonably certain to exercise renewal options, the options are not considered in determining the lease term, and payments associated with the option years are excluded from lease payments. The Company’s leases do not contain material residual value guarantees.

Management exercises judgment in the determination of whether a financial arrangement includes a lease and in determining the appropriate discount rates to be applied to leases. When available, the Company uses the implicit discount rate in the lease contract to discount lease payments to present value. If an implicit discount rate is not available in the lease contract, the Company uses its incremental borrowing rate.

Amounts reported in the accompanying consolidated balance sheets as of December 31, 2022 and January 1, 2022 for operating leases were as follows (amounts in thousands):


	As of
	December 31, 2022		January 1, 2022
Operating lease right of use assets	$	54,601	$	51,992
Current portion of operating lease liabilities	$	13,070	$	13,534
Operating lease liabilities, less current portion		45,818		44,682
Total operating lease liabilities	$	58,888	$	58,216

Lease Costs

The components of lease cost for the fiscal years ended December 31, 2022 and January 1, 2022 are as follows (amounts in thousands):


	For the fiscal years ended
	December 31, 2022		January 1, 2022
Operating Lease Costs:
Operating lease cost	$	21,898	$	19,326
Impairment of operating lease right of use assets		-		-
Total operating lease costs		21,898		19,326
Variable lease costs		3,328		3,206
Short-term lease costs		1,640		1,919
Total lease cost	$	26,866	$	24,451

Supplemental Information

Information related to the Company’s operating lease right of use assets and related operating lease liabilities are as follows (dollar amounts in thousands):


	For the fiscal years ended
	December 31, 2022			January 1, 2022
Cash payments of operating lease liabilities	$	(22,626	)	$	(19,697	)
Operating lease right of use assets obtained in exchange for new operating lease liabilities		20,273			22,927
Reduction to operating lease right of use assets resulting from reduction to operating lease liabilities		-			(799	)
Weighted average remaining lease term	4.27 years			4.54 years
Weighted average discount rate		7.48	%		8.29	%

Maturity of Operating Lease Liabilities

Maturities of operating lease liabilities as of December 31, 2022 are as follows (amounts in thousands):


Year Ending:
December 30, 2023	$	18,541
December 28, 2024		17,212
January 3, 2026		13,705
January 2, 2027		9,763
January 1, 2028		5,632
Thereafter		4,827
Total undiscounted lease payments		69,680
Less: Imputed Interest		(10,792	)
Total		58,888

Financing Leases

Financing leases include provisions to purchase the asset at the conclusion of the lease. There were no financing assets as of December 31, 2022 and $0.9 million of financing assets as of January 1, 2022 in property and equipment, net on the consolidated balance sheets. Financing liabilities of $0.7 million are included in other current liabilities on the consolidated balance sheets as of December 31, 2022. Financing liabilities of $0.6 million and $0.7 million are included in other current liabilities and other long-term liabilities, respectively, on the consolidated balance sheets as of January 1, 2022.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

14. COMMITMENTS AND CONTINGENCIES

Insurance Reserves

As is typical in the healthcare industry, the Company is subject to claims that its services have resulted in patient injury or other adverse effects.

The accrued insurance reserves included in the accompanying consolidated balance sheets include estimates of the ultimate costs, including third-party legal defense costs, in the event the Company was unable to receive funds from claims made under commercial insurance policies, for claims that have been reported but not paid and claims that have been incurred but not reported at the balance sheet dates. Although substantially all reported claims are paid directly by the Company’s commercial insurance carriers (after the Company satisfies the applicable policy deductible and/or retention), the Company is ultimately responsible for payment of these claims in the event its insurance carriers become insolvent or otherwise do not honor the contractual obligations under the malpractice policies. The Company is required under U.S. GAAP to recognize these estimated liabilities in its consolidated financial statements on a gross basis; with a corresponding receivable from the insurance carriers reflecting the contractual indemnity provided by the carriers under the related insurance policies.

Since October 1, 2022, the Company has maintained primary commercial insurance coverage on a claims-made basis for professional malpractice claims with a $1.5 million per claim deductible and $5.0 million per claim and annual aggregate limits. Prior to October 1, 2022, the Company maintained primary commercial insurance coverage on a claims made basis for professional malpractice claims with varying deductibles by policy year from $0.5 million to $1.0 million on a per claim basis and $5.5 million to $6.0 million per claim and annual aggregate limits. Moreover, the Company maintains excess insurance coverage for professional malpractice claims. In addition, the Company maintains workers’ compensation insurance with a $0.5 million per claim deductible and statutory limits. The Company reimburses insurance carriers for deductible losses under these policies. The Company’s insurance carriers require collateral to secure the Company’s obligation to reimburse insurance carriers for these deductible payments. Collateral as of December 31, 2022 was composed of $19.7 million of issued letters of credit, $1.9 million in cash collateral, and $2.9 million in surety bonds. Collateral as of January 1, 2022 was composed of $17.6 million of issued letters of credit, $2.9 million in cash collateral, and $2.9 million in surety bonds.

As of December 31, 2022, insurance reserves totaling $90.3 million were included on the consolidated balance sheets, representing $41.8 million and $48.5 million of reserves for professional malpractice claims and workers’ compensation claims, respectively. At January 1, 2022 , insurance reserves totaling $80.5 million were included on the consolidated balance sheets, representing $38.7 million and $41.8 million of reserves for professional malpractice claims and workers’ compensation claims, respectively.

Litigation and Other Current Liabilities

On December 24, 2018, Aveanna Healthcare LLC, an indirect wholly owned subsidiary of the Company, entered into a Stock Purchase Agreement (the “Agreement”) to acquire a pediatric home health company (the “Seller”). The agreement contained a provision whereby a $75.0 million transaction termination fee (the “Break-up Fee”) could be payable to the Seller under certain circumstances. On December 20, 2019, Aveanna Healthcare LLC terminated the Agreement, and the Seller demanded payment of the Break-up Fee. The Company believes the Agreement was terminated for cause, no payment of the Break-up Fee is due to the Seller and all potential claims and counterclaims related to the termination of the Agreement and payment of the Break-up Fee by either party are time barred.

On August 6, 2020, the Company sued Epic/Freedom, LLC (“Seller”), Webster Capital Corporation, and Webster Equity Partners (collectively, the “Defendants”) in the Delaware Superior Court. The Company asserted that the Defendants made fraudulent representations and warranties in connection with the Epic acquisition. The Company is seeking damages ranging from $24.0 million to $50.0 million. The Company also requested a declaratory judgment holding that the Defendants waived any claim to the Company’s continued possession of $7.1 million in escrow funds (the “Escrow Funds”) that were delivered to the Company in January 2018 by the Epic acquisition escrow agent. In response, the Defendants asserted four counterclaims: (1) specific performance of an alleged right to control a tax audit; (2) advancement of litigation fees and expenses for certain individual Defendants; (3) a declaratory judgment; and (4) breach of contract claim concerning the Escrow Funds. The Company subsequently reached an agreement with the Defendants, which (1) allowed the Defendants to take a principal role in the applicable tax audit, though the Company will continue to communicate with the Internal Revenue Service and retain the ability to make strategic decisions with respect to the audit and (2) dismissed claims against certain individual Defendants mooting Defendants’ claims for advancement of litigation fees and expenses. On March 10, 2023, the parties entered into a confidential settlement agreement releasing all claims related to this matter and ending all related litigation.

On November 23, 2022, a judgment in the amount of $19.8 million was rendered against the Company related to a civil litigation matter in Texas. In March 2023, the plaintiffs attempted to enforce the judgment by seeking a writ of garnishment and $18.4 million was garnished from the Company’s cash accounts. The Company promptly recorded an $18.4 million cash collateralized appellate bond with the court and is seeking dissolution of the writ of garnishment and return of the previously garnished funds. Further, the Company expects the court to grant its motion to dissolve the writ of garnishment and refund in full the $18.4 million of garnished funds. The Company is vigorously defending this matter, has appealed the judgment to the Texas Court of Appeals, and will avail itself of all appellate options.

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

The Company is currently a party to various routine litigation incidental to the business. While management currently believes that the ultimate outcome of such proceedings, individually and in the aggregate, will not have a material adverse effect on the Company’s financial position or overall trends in results of operations, litigation is subject to inherent uncertainties. Management has established provisions within other current liabilities in the accompanying consolidated balance sheets, which in the opinion of management represents the best estimate of exposure and adequately provide for such losses that may occur from asserted claims related to the provision of professional services and which may not be covered by the Company’s insurance policies. Management believes that any additional unfavorable provisions would not be material to the Company’s results of operations or financial position; however, if an unfavorable ruling on any asserted or unasserted claim were to occur, there exists the possibility of a material adverse impact on the Company’s net earnings or financial position. The estimate of the potential impact from legal proceedings on the Company’s financial position or overall results of operations could change in the future.

Healthcare Regulatory Matters

Starting on October 30, 2019 the Company has received grand jury subpoenas (“Subpoenas”) issued by the U.S. Department of Justice, Antitrust Division (the “Antitrust Division”) requiring the production of documents and information pertaining to nurse wages, reimbursement rates, and hiring activities in a few of its local markets. The Company is fully cooperating with the Antitrust Division with respect to this investigation. However, based on the information currently available to the Company, management cannot predict the timing or outcome of this investigation or predict the possible loss or range of loss, if any, associated with the resolution of this litigation.

Laws and regulations governing the government payer programs are complex and subject to interpretation. Compliance with such laws and regulations can be subject to future governmental review and interpretation as well

as significant regulatory action. From time to time, governmental regulatory agencies conduct inquiries and audits of the Company’s practices. It is the Company’s practice to cooperate fully with such inquiries. In addition to laws and regulations governing the Medicaid, Medicaid Managed Care, and Tricare programs, there are a number of federal and state laws and regulations governing matters such as the corporate practice of medicine, fee splitting arrangements, anti-kickback statues, physician self-referral laws, false or fraudulent claims filing and patient privacy requirements. Failure to comply with any such laws or regulations could have an adverse impact on the Company’s operations and financial results. The Company believes that it is in material compliance with all applicable laws and regulations and is not aware of any pending or threatened investigations involving allegations of wrongdoing.

Employee Benefit Plans

12 Months Ended

Dec. 31, 2022

Retirement Benefits [Abstract]

Employee Benefit Plans

15. EMPLOYEE BENEFIT PLANS

The Company and its subsidiaries sponsor several defined contribution retirement plans, which qualify under Section 401(k) of the Internal Revenue Code, covering substantially all employees. Certain of the Company’s retirement plans require or allow for contributions by the Company. Company contributions to the plans were approximately $6.4 million and $4.8 million for the fiscal years ended December 31, 2022 and January 1, 2022 and are included in cost of revenue, excluding depreciation and amortization, branch and regional administrative expenses, and corporate expenses in the accompanying consolidated statements of operations.

- Definition

The entire disclosure for retirement benefits.

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+ Details

COVID-19

12 Months Ended

Dec. 31, 2022

Covid19 C A R E S Act [Abstract]

COVID-19

16. COVID-19

In March 2020, the World Health Organization declared COVID-19 a pandemic. The COVID-19 outbreak has adversely impacted economic activity and conditions worldwide, including workforces, liquidity, capital markets, consumer behavior, supply chains and macroeconomic conditions. In response to COVID-19, the U.S. Government enacted the CARES Act on March 27, 2020. The CARES Act has impacted the Company as follows:

Provider Relief Fund (“PRF”): Beginning in April 2020, funds were distributed to health care providers who provide or provided diagnoses, testing, or care for individuals with possible or actual cases of COVID-19. In fiscal year 2020, the Company received PRF payments from HHS totaling $25.1 million, which were included in government stimulus liabilities in the accompanying consolidated balance sheet as of January 1, 2022. On March 5, 2021, we repaid these PRF payments in full. In December 2021, we also received PRF payments from HHS totaling $2.5 million. We repaid these PRF payments in full in December 2021.

State Sponsored Relief Funds: In fiscal year 2020, the Company received $4.8 million of stimulus funds from the Commonwealth of Pennsylvania Department of Human Services (“Pennsylvania DHS”). Such funds were not applied for or requested. The Company did not receive stimulus funds from any individual state other than Pennsylvania. The Company recognized $0.5 million of income related to these funds in fiscal year 2020, with the remaining $4.3 million included in government stimulus liabilities in the consolidated balance sheet as of January 2, 2021. On February 4, 2021, the Company repaid the remaining $4.3 million of direct stimulus funds to Pennsylvania DHS.

Deferred payment of the employer portion of social security taxes: The Company was permitted to defer payments of the employer portion of social security taxes in fiscal year 2020, which are payable in 50% increments, with the first 50% due by December 31, 2021 and the second 50% due by December 31, 2022. The Company did not defer any payroll taxes after December 31, 2020. In December 2021, the Company repaid $25.9 million of deferred payroll taxes with the remaining deferred payments of $25.5 million recorded in the current portion of deferred payroll taxes in the accompanying consolidated balance sheet as of January 1, 2022. We repaid the remaining $25.5 million of deferred social security taxes in December 2022.

Medicare Advances: Certain of the home health and hospice companies the Company has acquired received advance payments from the CMS in April 2020, pursuant to the expansion of the Accelerated Payments Program provided for in the CARES Act. These advances became repayable beginning one year from the date on which the accelerated advance was issued. The repayments occurred via offsets by CMS to current payments otherwise due from Medicare at a rate of 25% for the first eleven months. After the eleven months end, payments were recouped at a rate of 50% for another six months, after which any remaining balance became due. Gross advances received by acquired companies in April 2020 totaled $15.7 million. The Company began repaying the gross amount of the advances, via the offset mechanism described above, during the second quarter of fiscal year 2021, and had repaid an aggregate amount of $12.2 million of such advances as of January 1, 2022 with the remaining unpaid advances of $3.5 million recorded in other current liabilities in the accompanying consolidated balance sheet as of January 1, 2022. We repaid the remaining $3.5 million during the fiscal year ended December 31, 2022.

Temporary Suspension of Medicare Sequestration: The Budget Control Act of 2011 requires a mandatory, across the board reduction in federal spending, called a sequestration. Medicare fee-for-service claims with dates of service or dates of discharge on or after April 1, 2013 incur a 2.0% reduction in Medicare payments. All Medicare rate payments and settlements are subject to this mandatory reduction, which will continue to remain in place through at least 2023, unless Congress takes further action. In response to COVID-19, the CARES Act temporarily suspended the automatic 2.0% reduction of Medicare claim reimbursements for the period from May 1, 2020 through December 31, 2021. In December 2021, Congress extended the suspension of the automatic 2.0% reduction through March 2022 and reduced the sequestration adjustment to 1% from April 1, 2022 through June 30, 2022, with the full 2.0% reduction for sequestration resuming thereafter.

American Rescue Plan Act (“ARPA”): On March 11, 2021 President Biden signed ARPA into law. ARPA is a federal stimulus bill designed to aid public health and economic recovery from the COVID-19 pandemic. ARPA includes $350 billion in emergency funding for state, local, territorial and tribal governments, known as the Coronavirus State and Local Fiscal Recovery Funds (“ARPA Recovery Funds”). States must obligate the ARPA Recovery Funds by December 31, 2024 and spend such funds by December 31, 2026. Usage of the ARPA Recovery Funds is subject to the requirements specified in the United States Treasury Department’s Final Rule issued on January 6, 2022.

The Final Rule provides states with substantial flexibility in utilizing ARPA Relief Funds, including to support public health expenditures such as vaccination programs and testing, and PPE purchases, as well as providing premium pay for essential workers, including those in home-care settings, among many other things. States may not use ARPA Recovery Funds to fund tax cuts, fund budget deficits, or to support public employee pensions. During the fiscal year ended December 31, 2022, the Company received $6.3 million of ARPA Recovery Funds from various states, $5.0 million of which the Company recognized as revenue in our consolidated statements of operations, and $1.3 million of which was recognized in other current liabilities on our accompanying consolidated balance sheet at December 31, 2022.

Related Party Transactions

12 Months Ended

Dec. 31, 2022

Related Party Transactions

17. RELATED PARTY TRANSACTIONS

The Company had entered into an advisory services agreement with affiliates of certain stockholders of the Company (the “Management Agreement”). Under this agreement, the managers provided general and strategic advisory services and were paid a quarterly management fee plus out of pocket expenses. Upon completion of the IPO, the Management Agreement was terminated. The Company incurred no management fees and expenses during the fiscal year ended December 31, 2022 and $0.8 million during the fiscal year ended January 1, 2022, which is included in corporate expenses in the accompanying consolidated statements of operations. The Company did not owe any amounts in connection with the Management Agreement as of December 31, 2022 or January 1, 2022.

One of the Company’s stockholders has an ownership interest in a revenue cycle vendor used by the Company for eligibility and clearinghouse billing services. Fees for such services totaled $0.4 million and $0.4 million during the fiscal years ended December 31, 2022 and January 1, 2022, respectively, and are included in corporate expenses in the accompanying consolidated statements of operations. The Company did not owe any amounts in connection with the expenses described above as of December 31, 2022 and January 1, 2022, respectively.

As of December 31, 2022, one of the Company’s stockholders owned 6.9% of the Company’s 2021 Extended Term Loan.

Segment Information

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

Segment Information

18. SEGMENT INFORMATION

The Company’s operating segments have been identified based upon how management has organized the business by services provided to customers and how the chief operating decision maker (“CODM”) manages the business and allocates resources. The Company has three operating segments and three reportable segments, Private Duty Services, Home Health & Hospice, and Medical Solutions. The PDS segment predominantly includes private duty skilled nursing services, non-clinical and personal care services, and pediatric therapy services and is primarily reimbursed by Medicaid and Medicaid MCO. The HHH segment provides home health and hospice services to predominately elderly patients and is primarily reimbursed by Medicare. Through the MS segment, the Company provides enteral nutrition and other products to adults and children, delivered on a periodic or as-needed basis, primarily reimbursed by Medicaid and Medicaid MCO.

The CODM evaluates performance using gross margin (and gross margin percentage). Gross margin includes revenue less all costs of revenue, excluding depreciation and amortization, but excludes branch and regional administrative expenses, corporate expenses and other non-field expenses. The CODM does not evaluate a measure of assets when assessing performance.

Results shown for the fiscal years ended December 31, 2022 and January 1, 2022 are not necessarily those which would be achieved if each segment was an unaffiliated business enterprise. There are no intersegment transactions.

The following tables summarize the Company’s segment information for the fiscal years ended December 31, 2022 and January 1, 2022, respectively (amounts in thousands):


	For the fiscal year ended December 31, 2022
	PDS			HHH			MS			Total
Revenue	$	1,415,105		$	232,584		$	139,956		$	1,787,645
Cost of revenue, excluding depreciation and amortization		1,022,640			130,721			81,057			1,234,418
Gross margin	$	392,465		$	101,863		$	58,899		$	553,227
Gross margin percentage		27.7	%		43.8	%		42.1	%		30.9	%


	For the fiscal year ended January 1, 2022
	PDS			HHH			MS			Total
Revenue	$	1,358,116		$	177,272		$	143,230		$	1,678,618
Cost of revenue, excluding depreciation and amortization		963,257			93,557			79,400			1,136,214
Gross margin	$	394,859		$	83,715		$	63,830		$	542,404
Gross margin percentage		29.1	%		47.2	%		44.6	%		32.3	%


	For the fiscal years ended
Segment Reconciliation:	December 31, 2022			January 1, 2022
Total segment gross margin	$	553,227		$	542,404
Branch and regional administrative expenses		357,230			297,381
Corporate expenses		137,864			130,387
Goodwill impairment		675,346			117,702
Depreciation and amortization		21,313			20,550
Acquisition-related costs		99			12,832
Other operating expense (income)		3,651			(337	)
Operating loss		(642,276	)		(36,111	)
Interest income		679			253
Interest expense		(107,720	)		(68,930	)
Loss on debt extinguishment		-			(13,702	)
Other income		85,503			4,914
Loss before income taxes	$	(663,814	)	$	(113,576	)

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Name Accounting Standards Codification
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-Name Accounting Standards Codification
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+ Details

Net Loss Per Share

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Net Loss Per Share

19. NET LOSS PER SHARE

Basic net loss per share is calculated by dividing net loss by the weighted average number of shares of common stock outstanding for the period. Diluted net loss per share is calculated by dividing net loss by the diluted weighted average number of shares of common stock outstanding for the period. For purposes of this calculation, outstanding stock options are considered potential dilutive shares of common stock. The following is a computation of basic and diluted net loss per share (amounts in thousands, except per share amounts):


	For the fiscal years ended
	December 31, 2022			January 1, 2022
Numerator:
Net loss	$	(662,034	)	$	(117,044	)
Denominator:
Weighted average shares of common stock outstanding (1), basic and diluted		185,553			170,625
Net loss per share, basic and diluted	$	(3.57	)	$	(0.69	)

Dilutive securities outstanding not included in the computation of diluted net loss per share as their effect is antidilutive:
RSUs		4,113			2,453
PSUs		1,361			-
Stock options		14,375			15,270

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

Condensed Financial Information of Registrant (Parent Company Only)

12 Months Ended

Dec. 31, 2022

Condensed Financial Information Disclosure [Abstract]

Condensed Financial Information of Registrant (Parent Company Only)

20. CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY ONLY)


Aveanna Healthcare Holdings Inc.
(Parent Company Only)
Condensed Balance Sheets
(Amounts in thousands, except share and per share data)

	As of
	December 31, 2022			January 1, 2022
Assets:
Investment in subsidiaries	$	(4,175	)	$	637,951
Total assets		(4,175	)		637,951
Deferred restricted stock units		2,135			2,135
Stockholders’ (deficit) equity:
Preferred stock, $0.01 par value as of December 31, 2022 and January 1, 2022,
5,000,000 shares authorized; none issued or outstanding		-			-
Common stock, $0.01 par value, 1,000,000,000 shares authorized;
188,859,165 and 184,732,268 issued and outstanding, respectively		1,888			1,847
Additional paid-in capital		1,228,512			1,208,645
Accumulated deficit		(1,236,710	)		(574,676	)
Total stockholders’ (deficit) equity		(6,310	)		635,816
Total liabilities, deferred restricted stock units, and stockholders’ (deficit) equity	$	(4,175	)	$	637,951


Aveanna Healthcare Holdings Inc.
(Parent Company Only)
Condensed Statement of Operations
(Amounts in thousands, except per share data)

	For the fiscal years ended
	December 31, 2022			January 1, 2022
Equity in net loss of subsidiaries	$	(662,034	)	$	(117,044	)
Net loss	$	(662,034	)	$	(117,044	)
Net loss per share, basic and diluted	$	(3.57	)	$	(0.69	)
Weighted average shares of common stock outstanding, basic and diluted	$	185,553		$	170,625

The accompanying note is an integral part of these condensed financial statements.

A statement of cash flows has not been presented as Aveanna Healthcare Holdings Inc. did not have any cash as of or for the fiscal years ended December 31, 2022 and January 1, 2022.

Note to Condensed Financial Statements of Registrant (Parent Company Only)

Basis of Presentation

These condensed parent company-only financial statements have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X, as the restricted net assets of the subsidiaries of Aveanna Healthcare Holdings Inc. (“Parent”) (as defined in Rule 4-08(e)(3) of Regulation S-X) as of December 31, 2022 exceeded 25% of the consolidated net assets of the Company. The ability of the Company’s operating subsidiaries to pay dividends may be restricted due to the terms of the First Lien Term Loan, Revolver and Second Lien Term Loan, which are discussed in Note 6 – Long-Term Obligations.

These condensed parent company financial statements have been prepared using the same accounting principles and policies described in the notes to the consolidated financial statements, with the only exception being that the parent company accounts for its subsidiaries using the equity method. These condensed financial statements should be read in conjunction with the consolidated financial statements and related notes thereto.

Subsequent Event

12 Months Ended

Dec. 31, 2022

Subsequent Events [Abstract]

Subsequent Event

21. SUBSEQUENT EVENT

In March 2023, the Company borrowed $20.0 million under the Revolving Credit Facility and $25.0 million under the Securitization Facility primarily to replace cash previously garnished from our accounts and to fund the cash collateralized appellate bond as disclosed in Note 14 - Commitments and Contingencies and routine operations.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Principles of Consolidation

Basis of Presentation

Use of Estimates

Cash and Cash Equivalents

Patient Accounts Receivable

Long-Lived Assets

Property and Equipment, Net

The Company generally provides for depreciation over the following estimated useful lives:


		Years
Furniture and fixtures		3 - 10
Computer hardware and software		3 - 5
Home care equipment		1 - 5
Leasehold improvements		Lesser of lease life or expected useful life

The following table summarizes the balances related to property and equipment, net as of December 31, 2022 and January 1, 2022 (amounts in thousands):


	As of
	December 31, 2022			January 1, 2022
Furniture and fixtures	$	14,253		$	13,264
Computer hardware and software		32,602			30,801
Home care equipment		15,813			12,522
Leasehold improvements		20,065			19,425
Construction in progress		728			1,480
Financing lease obligations		-			861
		83,461			78,353
Less accumulated depreciation		(60,709	)		(46,979	)
Total	$	22,752		$	31,374

Depreciation expense for the fiscal years ended December 31, 2022 and January 1, 2022, was $15.2 million and $15.3 million, respectively.

Leases

Goodwill

The Company determined that it had six reporting units for the fiscal year ended December 31, 2022, and eight reporting units for the fiscal year ended January 1, 2022.

Intangible Assets, Net

Business Combinations

Share-Based Compensation

the Black-Scholes option pricing model. The fair value of the performance and accelerator-vesting options are determined using the Monte Carlo option pricing model.

Fair Values of Financial Instruments

•

Level 1 – Quoted market prices in active markets for identical assets and liabilities.

•

See Note 8 – Fair Value Measurements for additional details of the Company’s fair value measurements.

Derivative Financial Instruments

Branch and Regional Administrative Expenses

Corporate Expenses

Marketing Costs

The Company expenses marketing costs as incurred. Marketing expense for the fiscal years ended December 31, 2022 and January 1, 2022 was $6.0 million and $2.9 million, respectively.

Comprehensive Income (Loss)

Concentration of Credit Risk

Segments

Deferred Offering Costs

Recently Issued Accounting Pronouncements

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Summary of Estimated Useful Life of Property and Equipment

The Company generally provides for depreciation over the following estimated useful lives:


		Years
Furniture and fixtures		3 - 10
Computer hardware and software		3 - 5
Home care equipment		1 - 5
Leasehold improvements		Lesser of lease life or expected useful life

Summary of Property and Equipment, Net

The following table summarizes the balances related to property and equipment, net as of December 31, 2022 and January 1, 2022 (amounts in thousands):


	As of
	December 31, 2022			January 1, 2022
Furniture and fixtures	$	14,253		$	13,264
Computer hardware and software		32,602			30,801
Home care equipment		15,813			12,522
Leasehold improvements		20,065			19,425
Construction in progress		728			1,480
Financing lease obligations		-			861
		83,461			78,353
Less accumulated depreciation		(60,709	)		(46,979	)
Total	$	22,752		$	31,374

Revenue (Tables)

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Schedule of Revenue as Percentage of Total Revenue

The following table presents revenue as a percentage of total revenue for the fiscal years ended December 31, 2022 and January 1, 2022:


	For the fiscal years ended
	December 31, 2022			January 1, 2022
Medicaid MCO		52.9	%		53.9	%
Medicaid		22.0	%		24.3	%
Commercial		9.3	%		10.8	%
Medicare		15.6	%		10.7	%
Self-pay		0.2	%		0.3	%
Total revenue		100.0	%		100.0	%

Goodwill and Intangible Assets, Net (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Changes in Goodwill by Segment

The following table summarizes changes in goodwill by segment during the fiscal years ended December 31, 2022 and January 1, 2022 (amounts in thousands):


	PDS			HHH			MS			Total
Balance at January 2, 2021, net (1)	$	1,062,318		$	111,599		$	142,468		$	1,316,385
Additions		215,645			419,585			-			635,230
Measurement adjustments		76			1,591			-			1,667
Impairments		(117,702	)		-			-			(117,702	)
Balance at January 1, 2022, net (2)		1,160,337			532,775			142,468			1,835,580
Additions		-			920			-			920
Measurement adjustments		(1,388	)		(78	)		-			(1,466	)
Impairments		(261,221	)		(382,293	)		(31,832	)		(675,346	)
Balance at December 31, 2022, net (3)	$	897,728		$	151,324		$	110,636		$	1,159,688

(1) Goodwill balance is net of $153.4 million accumulated impairment losses for PDS and $88.0 million losses for MS.
(2) Goodwill balance is net of $346.8 million of accumulated impairment losses for PDS and $88.0 million of losses for MS. 
(3) Goodwill balance is net of $608.0 million of accumulated impairment losses for PDS, $119.8 million of losses for MS, and $382.3 million losses for HHH.

Summary of Changes in Intangible Assets

The following tables summarize the changes in intangible assets for the fiscal years ended December 31, 2022 and January 1, 2022 (amounts in thousands):


	December 31, 2022
	Gross Carrying Amount		Accumulated Amortization			Accumulated Impairment			Total
Definitive-lived intangible assets:
Trade names	$	20,161	$	(20,050	)	$	-		$	111
Non-compete agreements		7,265		(7,265	)		-			-
Internal-use software		11,911		(4,235	)		-			7,676
Total definitive-lived intangible assets		39,337		(31,550	)		-			7,787
Indefinite-lived intangible assets:
Licenses		93,867		-			(5,791	)		88,076
Total indefinite-lived intangible assets		93,867		-			(5,791	)		88,076
Total intangible assets	$	133,204	$	(31,550	)	$	(5,791	)	$	95,863


	January 1, 2022
	Gross Carrying Amount		Accumulated Amortization			Accumulated Impairment			Total
Definitive-lived intangible assets:
Trade names	$	20,161	$	(15,932	)	$	-		$	4,229
Non-compete agreements		7,265		(7,265	)		-			-
Internal-use software		11,377		(2,358	)		-			9,019
Total definitive-lived intangible assets		38,803		(25,555	)		-			13,248
Indefinite-lived intangible assets:
Licenses		93,696		-			(4,093	)		89,603
Total indefinite-lived intangible assets		93,696		-			(4,093	)		89,603
Total intangible assets	$	132,499	$	(25,555	)	$	(4,093	)	$	102,851

Summary of Estimated Aggregate Amortization Expense Related to Intangible Assets

The estimated aggregate amortization expense related to intangible assets for each of the next five years subsequent to December 31, 2022 and thereafter is as follows (amounts in thousands):


Year Ending	Definitive-lived
December 30, 2023	$	2,270
December 28, 2024		1,218
January 3, 2026		713
January 2, 2027		713
January 1, 2028		713
Thereafter		2,160
Total		7,787

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 2
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13854-109267

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 55
-Paragraph 24
-URI https://asc.fasb.org/extlink&oid=122137925&loc=d3e14258-109268

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-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

+ Details

Details of Certain Balance Sheet Accounts (Tables)

12 Months Ended

Dec. 31, 2022

Balance Sheet Account [Abstract]

Schedule of Balance Sheet Accounts

Additional information regarding certain balance sheet accounts is presented below as of December 31, 2022 and January 1, 2022 (amounts in thousands):


	As of
	December 31, 2022		January 1, 2022
Other current liabilities:
Refunds payable	$	20,490	$	24,909
Accrued interest		1,056		3,671
Notes payable		6,175		5,111
Tax refund due to seller		6,783		7,451
Other		9,337		9,004
	$	43,841	$	50,146

Long-Term Obligations (Tables)

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Schedule of Long-Term Obligations

Long-term obligations consisted of the following as of December 31, 2022 and January 1, 2022 (dollar amounts in thousands):


Instrument	Stated Maturity Date	Contractual Interest Rate	Interest Rate as of December 31, 2022	December 31, 2022			January 1, 2022
2021 Extended Term Loan (1)	07/2028	L + 3.75%	8.14%	$	908,950		$	857,850
Second Lien Term Loan (1)	12/2029	L + 7.00%	11.39%		415,000			415,000
Revolving Credit Facility (1)	04/2026	L + 3.75%	8.14%		-			-
Total principal amount of long-term obligations					1,323,950			1,272,850
Less: unamortized debt issuance costs					(33,668	)		(37,733	)
Total amount of long-term obligations, net of unamortized debt issuance costs					1,290,282			1,235,117
Less: current portion of long-term obligations					(9,200	)		(8,600	)
Total amount of long-term obligations, net of unamortized debt issuance costs, less current portion				$	1,281,082		$	1,226,517
(1) L = Greater of 0.50% or one-month LIBOR

Schedule of Future Maturities of Term Loans

Scheduled future maturities of term loans for each of the next five years subsequent to December 31, 2022 are as follows (amounts in thousands):


Year Ending:
December 30, 2023	$	9,200
December 28, 2024		9,200
January 3, 2026		9,200
January 2, 2027		9,200
January 1, 2028		9,200
Thereafter		1,277,950
Total	$	1,323,950

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e24072-122690

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI https://asc.fasb.org/extlink&oid=124435984&loc=d3e28541-108399

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21506-112644

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 55
-Paragraph 69B
-URI https://asc.fasb.org/extlink&oid=123466577&loc=SL123495735-112612

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=124435984&loc=d3e28551-108399

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 55
-Paragraph 69E
-URI https://asc.fasb.org/extlink&oid=123466577&loc=SL123495743-112612

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21521-112644

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21538-112644

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=123599511&loc=d3e64711-112823

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI https://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21475-112644

+ Details

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Summary of Other Assets and Other Liabilities Measured at Fair Value

The Company’s other assets and other liabilities measured at fair value are as follows (amounts in thousands):


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

	Fair Value Measurements at January 1, 2022
	Level 1		Level 2		Level 3		Total
Liabilities:
Interest rate swap agreements	$	-	$	15,342	$	-	$	15,342
Total derivative liabilities	$	-	$	15,342	$	-	$	15,342

Derivative Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Mark-to-Market Gains (Losses) from Derivatives


	Statement of Operations	For the fiscal years ended
	Classification	December 31, 2022		January 1, 2022
Interest rate cap agreements	Other income	$	35,734	$	(88	)
Interest rate swap agreements	Other income	$	49,633	$	13,282

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Components of Income Taxes

Income taxes consisted of the following for the fiscal years ended December 31, 2022 and January 1, 2022 (amounts in thousands):


	For the fiscal years ended
	December 31, 2022			January 1, 2022
Current income tax expense (benefit):
Federal	$	(2,323	)	$	581
State and local		658			1,574
Total Current	$	(1,665	)	$	2,155
Deferred income tax expense (benefit):
Federal	$	(1,561	)	$	(1,231	)
State and local		1,446			2,544
Total Deferred	$	(115	)	$	1,313
Total income tax (benefit) expense	$	(1,780	)	$	3,468

Reconciliation of Difference Between Federal Statutory Tax Rate and Company's Effective Tax Rate


	For the fiscal years ended
	December 31, 2022			January 1, 2022
U.S. Federal statutory income tax rate		(21.0	)		(21.0	)
State income taxes, net of federal tax benefits		0.3			3.4
Goodwill impairment		9.4			17.0
Non-taxable escrow settlement		-			-
Other nondeductible expenses		0.2			1.6
Uncertain tax positions		(0.4	)		(0.4	)
Deferred balance adjustments		-			-
Valuation allowance		11.6			3.1
Other		(0.4	)		(0.6	)
Effective tax rate		(0.3	)		3.1

Significant Components of Deferred Tax Assets and Liabilities

Significant components of deferred tax assets and liabilities were as follows as of December 31, 2022 and January 1, 2022 (amounts in thousands):


	As of
	December 31, 2022			January 1, 2022
Deferred tax assets:
Contractual adjustments and discounts	$	13,589		$	14,519
NOL, federal and state		30,175			19,628
Federal tax credits		2,688			2,270
Payroll related accruals		18,742			23,562
Intangible assets		101,483			22,270
Interest expense limitation		59,871			34,931
Transaction costs		3,608			4,171
Accrued expenses		3,642			4,494
Interest rate derivatives		-			4,073
Lease liabilities		15,589			15,740
Stock compensation		8,481			5,119
Section 174 costs		1,079			-
Other		310			254
Gross deferred tax assets		259,257			151,031
Less: valuation allowance		(203,370	)		(105,000	)
Net deferred tax assets		55,887			46,031
Deferred tax (liabilities):
Property and equipment		(1,363	)		(3,281	)
Goodwill		(20,854	)		(26,621	)
Interest rate derivatives		(18,456	)		-
Lease right of use assets		(14,254	)		(13,751	)
Other		(4,804	)		(5,424	)
Gross deferred tax (liabilities)		(59,731	)		(49,077	)
Net deferred tax assets (liabilities)	$	(3,844	)	$	(3,046	)

Summary of Changes in Valuation Allowance

The following table summarizes changes in the valuation allowance as of December 31, 2022 and January 1, 2022 (amounts in thousands):


	As of
	December 31, 2022		January 1, 2022
Beginning of year balance	$	105,000	$	94,041
Valuation allowance recorded through purchase accounting		-		1,156
Increases in valuation allowance		98,370		9,803
End of year balance	$	203,370	$	105,000

Summary of Changes in Uncertain Tax Positions

The following table summarizes changes in uncertain tax positions as of December 31, 2022 and January 1, 2022 (amounts in thousands):


	For the fiscal years ended
	December 31, 2022			January 1, 2022
Beginning of year balance	$	10,240		$	6,182
Increase in current period tax positions		-			214
Increase in prior period tax positions		-			4,846
Lapse of limitations		(2,105	)		(1,002	)
End of year balance	$	8,135		$	10,240

Share-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of Option and Restricted Stock Units Activity

The following table summarizes the Company’s option and restricted stock units activity for the year ended December 31, 2022:


	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Total Intrinsic Value (in thousands)
Outstanding at January 2, 2021		15,573,898			6.62		7.3		130,546
Granted		2,452,545			-		-		-
Exercised		(198,764	)		4.88		-		332
Forfeited		(105,048	)		8.43		-		-
Outstanding at January 1, 2022		17,722,631			5.71		6.8		29,657
Granted		3,941,930			-		-		-
Exercised		(321,053	)		-		-		328
Forfeited		(1,494,515	)		4.78		-		-
Outstanding at December 31, 2022		19,848,993			4.74		4.5		4,270
Exercisable at December 31, 2022		7,741,136			6.59		5.0		-
Vested and expected to vest at December 31, 2022		19,154,076			4.91		4.5

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Summary of operating leases

Amounts reported in the accompanying consolidated balance sheets as of December 31, 2022 and January 1, 2022 for operating leases were as follows (amounts in thousands):


	As of
	December 31, 2022		January 1, 2022
Operating lease right of use assets	$	54,601	$	51,992
Current portion of operating lease liabilities	$	13,070	$	13,534
Operating lease liabilities, less current portion		45,818		44,682
Total operating lease liabilities	$	58,888	$	58,216

Summary of Components of Lease Cost

The components of lease cost for the fiscal years ended December 31, 2022 and January 1, 2022 are as follows (amounts in thousands):


	For the fiscal years ended
	December 31, 2022		January 1, 2022
Operating Lease Costs:
Operating lease cost	$	21,898	$	19,326
Impairment of operating lease right of use assets		-		-
Total operating lease costs		21,898		19,326
Variable lease costs		3,328		3,206
Short-term lease costs		1,640		1,919
Total lease cost	$	26,866	$	24,451

Summary of operating lease Right of Use Assets and Related Lease Liabilities

Information related to the Company’s operating lease right of use assets and related operating lease liabilities are as follows (dollar amounts in thousands):


	For the fiscal years ended
	December 31, 2022			January 1, 2022
Cash payments of operating lease liabilities	$	(22,626	)	$	(19,697	)
Operating lease right of use assets obtained in exchange for new operating lease liabilities		20,273			22,927
Reduction to operating lease right of use assets resulting from reduction to operating lease liabilities		-			(799	)
Weighted average remaining lease term	4.27 years			4.54 years
Weighted average discount rate		7.48	%		8.29	%

Schedule of Maturities of Operating Lease Liabilities

Maturities of operating lease liabilities as of December 31, 2022 are as follows (amounts in thousands):


Year Ending:
December 30, 2023	$	18,541
December 28, 2024		17,212
January 3, 2026		13,705
January 2, 2027		9,763
January 1, 2028		5,632
Thereafter		4,827
Total undiscounted lease payments		69,680
Less: Imputed Interest		(10,792	)
Total		58,888

Segment Information (Tables)

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

Summary of Segment Information

The following tables summarize the Company’s segment information for the fiscal years ended December 31, 2022 and January 1, 2022, respectively (amounts in thousands):


	For the fiscal year ended December 31, 2022
	PDS			HHH			MS			Total
Revenue	$	1,415,105		$	232,584		$	139,956		$	1,787,645
Cost of revenue, excluding depreciation and amortization		1,022,640			130,721			81,057			1,234,418
Gross margin	$	392,465		$	101,863		$	58,899		$	553,227
Gross margin percentage		27.7	%		43.8	%		42.1	%		30.9	%


	For the fiscal year ended January 1, 2022
	PDS			HHH			MS			Total
Revenue	$	1,358,116		$	177,272		$	143,230		$	1,678,618
Cost of revenue, excluding depreciation and amortization		963,257			93,557			79,400			1,136,214
Gross margin	$	394,859		$	83,715		$	63,830		$	542,404
Gross margin percentage		29.1	%		47.2	%		44.6	%		32.3	%


	For the fiscal years ended
Segment Reconciliation:	December 31, 2022			January 1, 2022
Total segment gross margin	$	553,227		$	542,404
Branch and regional administrative expenses		357,230			297,381
Corporate expenses		137,864			130,387
Goodwill impairment		675,346			117,702
Depreciation and amortization		21,313			20,550
Acquisition-related costs		99			12,832
Other operating expense (income)		3,651			(337	)
Operating loss		(642,276	)		(36,111	)
Interest income		679			253
Interest expense		(107,720	)		(68,930	)
Loss on debt extinguishment		-			(13,702	)
Other income		85,503			4,914
Loss before income taxes	$	(663,814	)	$	(113,576	)

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Summary of Computation of Basic and Diluted Net Loss Per Share

The following is a computation of basic and diluted net loss per share (amounts in thousands, except per share amounts):


	For the fiscal years ended
	December 31, 2022			January 1, 2022
Numerator:
Net loss	$	(662,034	)	$	(117,044	)
Denominator:
Weighted average shares of common stock outstanding (1), basic and diluted		185,553			170,625
Net loss per share, basic and diluted	$	(3.57	)	$	(0.69	)

Dilutive securities outstanding not included in the computation of diluted net loss per share as their effect is antidilutive:
RSUs		4,113			2,453
PSUs		1,361			-
Stock options		14,375			15,270

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

Condensed Financial Information of Registrant (Tables)

12 Months Ended

Dec. 31, 2022

Condensed Financial Information Disclosure [Abstract]

Condensed Balance Sheets


Aveanna Healthcare Holdings Inc.
(Parent Company Only)
Condensed Balance Sheets
(Amounts in thousands, except share and per share data)

	As of
	December 31, 2022			January 1, 2022
Assets:
Investment in subsidiaries	$	(4,175	)	$	637,951
Total assets		(4,175	)		637,951
Deferred restricted stock units		2,135			2,135
Stockholders’ (deficit) equity:
Preferred stock, $0.01 par value as of December 31, 2022 and January 1, 2022,
5,000,000 shares authorized; none issued or outstanding		-			-
Common stock, $0.01 par value, 1,000,000,000 shares authorized;
188,859,165 and 184,732,268 issued and outstanding, respectively		1,888			1,847
Additional paid-in capital		1,228,512			1,208,645
Accumulated deficit		(1,236,710	)		(574,676	)
Total stockholders’ (deficit) equity		(6,310	)		635,816
Total liabilities, deferred restricted stock units, and stockholders’ (deficit) equity	$	(4,175	)	$	637,951

Consolidated Statements of Operations


Aveanna Healthcare Holdings Inc.
(Parent Company Only)
Condensed Statement of Operations
(Amounts in thousands, except per share data)

	For the fiscal years ended
	December 31, 2022			January 1, 2022
Equity in net loss of subsidiaries	$	(662,034	)	$	(117,044	)
Net loss	$	(662,034	)	$	(117,044	)
Net loss per share, basic and diluted	$	(3.57	)	$	(0.69	)
Weighted average shares of common stock outstanding, basic and diluted	$	185,553		$	170,625

Description of Business - Additional Information (Details) $ in Millions	May 25, 2021 shares	May 04, 2021 USD ($)	May 03, 2021 USD ($) shares	Dec. 31, 2022 State
Subsidiary, Sale of Stock [Line Items]
Number of states in which entity locations \| State				33
Net proceeds from IPO			$ 477.7
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Issuance of common stock, net of underwriters' discounts and commissions (shares) \| shares			42,236,000
Underwriters Overallotment Option
Subsidiary, Sale of Stock [Line Items]
Issuance of common stock, net of underwriters' discounts and commissions (shares) \| shares	4,000,000
Second Lien Term Loan \| Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Repayment of subordinated debt			$ 307.0
Term loan - First Lien Term Loan \| Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Repayment of debt		$ 100.0

Summary of Significant Accounting Policies - Additional Information (Details)		3 Months Ended		12 Months Ended
	May 03, 2021 USD ($)	Dec. 31, 2022 USD ($)	Jul. 02, 2022 USD ($)	Dec. 31, 2022 USD ($) ReportingUnit Segment	Jan. 01, 2022 USD ($) ReportingUnit
Summary Of Significant Accounting Policies [Line Items]
Restricted cash balance		$ 0		$ 0	$ 0
Depreciation expense				$ 15,200,000	15,300,000
Current Leases Expiration Year				2030
Goodwill impairment charge		$ 205,100,000	$ 470,200,000	$ 675,346,000	$ 117,702,000
Number of reporting units require goodwill impairment testing \| ReportingUnit				6	8
Asset impairment charges				$ 1,700,000
Interest expense related to amortization of debt issuance costs				7,400,000	$ 8,700,000
Marketing expense				$ 6,000,000.0	$ 2,900,000
Number of operating segments \| Segment				3
Number of reportable segments \| Segment				3
Reclassification of deferred offering cost into equity	$ 7,600,000
Non-compete Agreements \| Minimum
Summary Of Significant Accounting Policies [Line Items]
Intangible assets, estimated useful life				1 year
Non-compete Agreements \| Maximum
Summary Of Significant Accounting Policies [Line Items]
Intangible assets, estimated useful life				4 years
Trade Names \| Minimum
Summary Of Significant Accounting Policies [Line Items]
Intangible assets, estimated useful life				1 year
Trade Names \| Maximum
Summary Of Significant Accounting Policies [Line Items]
Intangible assets, estimated useful life				2 years
Internal-use Software \| Minimum
Summary Of Significant Accounting Policies [Line Items]
Intangible assets, estimated useful life				3 years
Internal-use Software \| Maximum
Summary Of Significant Accounting Policies [Line Items]
Intangible assets, estimated useful life				10 years

Summary of Significant Accounting Policies - Summary of Estimated Useful Life of Property and Equipment (Details)	12 Months Ended
	Dec. 31, 2022
Furniture and Fixtures \| Minimum
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful life	3 years
Furniture and Fixtures \| Maximum
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful life	10 years
Computer Hardware and Software \| Minimum
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful life	3 years
Computer Hardware and Software \| Maximum
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful life	5 years
Home Care Equipment \| Minimum
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful life	1 year
Home Care Equipment \| Maximum
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful life	5 years
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful life	Lesser of lease life or expected useful life

Summary of Significant Accounting Policies - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jan. 01, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 83,461	$ 78,353
Less accumulated depreciation	(60,709)	(46,979)
Total	22,752	31,374
Furniture and Fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	14,253	13,264
Computer Hardware and Software
Property, Plant and Equipment [Line Items]
Property and equipment, gross	32,602	30,801
Home Care Equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	15,813	12,522
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	20,065	19,425
Construction in Progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 728	1,480
Financing Lease Obligations
Property, Plant and Equipment [Line Items]
Property and equipment, gross		$ 861

Revenue - Additional Information (Detail) - USD ($)	12 Months Ended
Revenue - Additional Information (Detail) - USD ($)	Dec. 31, 2022	Jan. 01, 2022
Revenue Disclosure [Line Items]
Estimated price concession	$ 52,600,000	$ 55,800,000
Bad debt expense	$ 0	$ 0
Maximum
Revenue Disclosure [Line Items]
Revenue, performance obligation, expected timing of satisfaction, period	1 year

Revenue - Schedule of Revenue as Percentage of Total Revenue (Detail) - Customer Concentration Risk - Total revenue	12 Months Ended
	Dec. 31, 2022	Jan. 01, 2022
Disaggregation Of Revenue [Line Items]
Percentage of total revenue	100.00%	100.00%
Medicaid MCO
Disaggregation Of Revenue [Line Items]
Percentage of total revenue	52.90%	53.90%
Medicaid
Disaggregation Of Revenue [Line Items]
Percentage of total revenue	22.00%	24.30%
Commercial
Disaggregation Of Revenue [Line Items]
Percentage of total revenue	9.30%	10.80%
Medicare
Disaggregation Of Revenue [Line Items]
Percentage of total revenue	15.60%	10.70%
Self-pay
Disaggregation Of Revenue [Line Items]
Percentage of total revenue	0.20%	0.30%

Goodwill and Intangible Assets, Net - Summary of Changes in Goodwill by Segment (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Dec. 31, 2022	Jul. 02, 2022	Dec. 31, 2022	Jan. 01, 2022
Goodwill [Line Items]
Goodwill, beginning balance			$ 1,835,580	$ 1,316,385
Additions			920	635,230
Measurement adjustments			(1,466)	1,667
Impairments	$ (205,100)	$ (470,200)	(675,346)	(117,702)
Goodwill, ending balance	1,159,688		1,159,688	1,835,580
PDS
Goodwill [Line Items]
Goodwill, beginning balance			1,160,337	1,062,318
Additions				215,645
Measurement adjustments			(1,388)	76
Impairments			(261,221)	(117,702)
Goodwill, ending balance	897,728		897,728	1,160,337
HHH
Goodwill [Line Items]
Goodwill, beginning balance			532,775	111,599
Additions			920	419,585
Measurement adjustments			(78)	1,591
Impairments			(382,293)
Goodwill, ending balance	151,324		151,324	532,775
MS
Goodwill [Line Items]
Goodwill, beginning balance			142,468	142,468
Impairments			(31,832)
Goodwill, ending balance	$ 110,636		$ 110,636	$ 142,468

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Goodwill and Intangible Assets, Net - Summary of Changes in Goodwill by Segment (Parenthetical) (Details) - USD ($) $ in Millions	Dec. 31, 2022	Jan. 01, 2022	Jan. 02, 2021
PDS
Goodwill [Line Items]
Goodwill, accumulated impairment losses	$ 608.0	$ 346.8	$ 153.4
MS
Goodwill [Line Items]
Goodwill, accumulated impairment losses	119.8	$ 88.0	$ 88.0
HHH
Goodwill [Line Items]
Goodwill, accumulated impairment losses	$ 382.3

Goodwill and Intangible Assets, Net - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Jan. 01, 2022
Goodwill [Line Items]
Amortization expense related to intangible assets	$ 6.0	$ 4.6
License impairment	1.7
Internal-use Software
Goodwill [Line Items]
Amortization expense related to intangible assets	1.9	$ 1.2
HHH
Goodwill [Line Items]
License impairment	0.8
PDS
Goodwill [Line Items]
License impairment	$ 0.9

Goodwill and Intangible Assets, Net - Summary of Changes in Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jan. 01, 2022
Finite-Lived Intangible Assets [Line Items]
Definitive-lived intangible assets, Gross Carrying Amount	$ 39,337	$ 38,803
Definitive-lived intangible assets, Accumulated Amortization	(31,550)	(25,555)
Definitive-lived intangible assets, Total	7,787	13,248
Indefinite-lived intangible assets, Gross Carrying Amount	93,867	93,696
Indefinite-lived intangible assets, Accumulated Impairment	(5,791)	(4,093)
Indefinite-lived intangible assets, Total	88,076	89,603
Intangible assets, Gross	133,204	132,499
Intangible assets, Accumulated Impairment	(5,791)	(4,093)
Intangible assets, Total	95,863	102,851
Licenses
Finite-Lived Intangible Assets [Line Items]
Indefinite-lived intangible assets, Gross Carrying Amount	93,867	93,696
Indefinite-lived intangible assets, Accumulated Impairment	(5,791)	(4,093)
Indefinite-lived intangible assets, Total	88,076	89,603
Trade Names
Finite-Lived Intangible Assets [Line Items]
Definitive-lived intangible assets, Gross Carrying Amount	20,161	20,161
Definitive-lived intangible assets, Accumulated Amortization	(20,050)	(15,932)
Definitive-lived intangible assets, Total	111	4,229
Non-compete Agreements
Finite-Lived Intangible Assets [Line Items]
Definitive-lived intangible assets, Gross Carrying Amount	7,265	7,265
Definitive-lived intangible assets, Accumulated Amortization	(7,265)	(7,265)
Internal-use Software
Finite-Lived Intangible Assets [Line Items]
Definitive-lived intangible assets, Gross Carrying Amount	11,911	11,377
Definitive-lived intangible assets, Accumulated Amortization	(4,235)	(2,358)
Definitive-lived intangible assets, Total	$ 7,676	$ 9,019

Goodwill and Intangible Assets, Net - Summary of Estimated Aggregate Amortization Expense Related to Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jan. 01, 2022
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Definitive-lived, December 30, 2023	$ 2,270
Definitive-lived, December 28, 2024	1,218
Definitive-lived, January 3, 2026	713
Definitive-lived, January 2, 2027	713
Definitive-lived, January 1, 2028	713
Definitive-lived, Thereafter	2,160
Definitive-lived intangible assets, Total	$ 7,787	$ 13,248

Details of Certain Balance Sheet Accounts - Schedule of Balance Sheet Accounts (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jan. 01, 2022
Other current liabilities:
Refunds payable	$ 20,490	$ 24,909
Accrued interest	1,056	3,671
Notes payable	6,175	5,111
Tax refund due to seller	6,783	7,451
Other	9,337	9,004
Total other current liabilities	$ 43,841	$ 50,146

Long-Term Obligations - Schedule of Long-Term Obligations and Notes Payable (Details) - USD ($) $ in Thousands		12 Months Ended
	Dec. 10, 2021	Dec. 31, 2022	Jan. 01, 2022
Debt Instrument [Line Items]
Total principal amount of long-term obligations		$ 1,323,950	$ 1,272,850
Less: unamortized debt issuance costs		(33,668)	(37,733)
Total amount of long-term obligations, net of unamortized debt issuance costs		1,290,282	1,235,117
Less: current portion of long-term obligations		(9,200)	(8,600)
Total amount of long-term obligations, net of unamortized debt issuance costs, less current portion		1,281,082	1,226,517
Second Lien Term Loan
Debt Instrument [Line Items]
Total principal amount of long-term obligations		$ 415,000	415,000
Less: unamortized debt issuance costs	$ (16,800)
Stated Maturity Date		2029-12
Contractual Interest Rate		L + 7.00%
Interest Rate		11.39%
Second Lien Term Loan \| LIBOR
Debt Instrument [Line Items]
Interest rate margin on borrowings	7.00%	7.00%
2021 Extended Term Loan
Debt Instrument [Line Items]
Total principal amount of long-term obligations		$ 908,950	$ 857,850
Stated Maturity Date		2028-07
Contractual Interest Rate		L + 3.75%
Interest Rate		8.14%
2021 Extended Term Loan \| LIBOR
Debt Instrument [Line Items]
Interest rate margin on borrowings		3.75%
Revolving Credit Facility
Debt Instrument [Line Items]
Stated Maturity Date		2026-04
Contractual Interest Rate		L + 3.75%
Interest Rate		8.14%
Revolving Credit Facility \| LIBOR
Debt Instrument [Line Items]
Interest rate margin on borrowings		3.75%

Long-Term Obligations - Schedule of Long-Term Obligations and Notes Payable (Parenthetical) (Details)	12 Months Ended
	Dec. 31, 2022
Second Lien Term Loan
Debt Instrument [Line Items]
Debt instrument, description of contractual interest rate	L = Greater of 0.50% or one-month LIBOR
2021 Extended Term Loan
Debt Instrument [Line Items]
Debt instrument, description of contractual interest rate	L = Greater of 0.50% or one-month LIBOR
Revolving Credit Facility
Debt Instrument [Line Items]
Debt instrument, description of contractual interest rate	L = Greater of 0.50% or one-month LIBOR

Long-Term Obligations - Schedule of Future Maturities of Term Loans (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jan. 01, 2022
Debt Disclosure [Abstract]
December 30, 2023	$ 9,200
December 28, 2024	9,200
January 3, 2026	9,200
January 2, 2027	9,200
January 1, 2028	9,200
Thereafter	1,277,950
Total	$ 1,323,950	$ 1,272,850

Long-Term Obligations - Additional Information (Details) - USD ($)								12 Months Ended
	Nov. 16, 2022	Aug. 09, 2022	Dec. 10, 2021	Aug. 09, 2021	Jul. 15, 2021	May 04, 2021	May 03, 2021	Dec. 31, 2022	Jan. 01, 2022	Jan. 02, 2022
Debt Instrument [Line Items]
Wrote off debt issuance costs						$ 8,900,000
Loss on debt extinguishment					$ (400,000)				$ (13,702,000)
Corporate expenses					7,000,000.0			$ 137,864,000	130,387,000
Debt issuance costs								33,668,000	37,733,000
Interest expense related to amortization of debt issuance costs								7,400,000	8,700,000
Fair value of long-term obligations								954,900,000
Swingline loans								0	0
Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity						200,000,000.0	$ 75,000,000.0	180,300,000	182,400,000
Debt issuance costs						1,600,000		$ 200,000	1,300,000
Debt instrument due date, month and year								2026-04
Finance leverage covenant minimum percentage utilization of commitment								30.00%
Revolving Credit Facility \| LIBOR
Debt Instrument [Line Items]
Interest rate margin on borrowings								3.75%
Letter of Credit
Debt Instrument [Line Items]
Issued letter of credit								$ 19,700,000	17,600,000
Unused letters of credit								$ 10,300,000	12,400,000
Amended Revolving Credit Facility
Debt Instrument [Line Items]
Debt instrument, maturity date								Apr. 29, 2026
Debt instrument, maturity date, description								the maturity date to April 29, 2026 upon the Company's refinancing of its term loans on July 15, 2021.
Amended First Lien Credit Agreement
Debt Instrument [Line Items]
Debt issuance costs					14,000,000.0
Loss on debt extinguishment					(4,400,000)
Term Loan
Debt Instrument [Line Items]
Debt issuance costs								$ 33,300,000	$ 37,700,000
Second Lien Term Loan
Debt Instrument [Line Items]
Debt instrument, maturity date			Dec. 10, 2029
Debt instrument due date, month and year								2029-12
Aggregate principal amount			$ 415,000,000.0					$ 415,000,000.0
Debt instrument, interest Rate								11.39%
Debt instrument minimum floor rate percentage			0.50%
Debt issuance costs			$ 16,800,000
Second Lien Term Loan \| Initial Public Offering
Debt Instrument [Line Items]
Repayment of subordinated debt							307,000,000.0
Second Lien Term Loan \| LIBOR
Debt Instrument [Line Items]
Interest rate margin on borrowings			7.00%					7.00%
Second Lien Term Loan \| Annual Base Rate
Debt Instrument [Line Items]
Interest rate margin on borrowings			6.00%
Second Lien Term Loan \| Federal Funds Effective Rate
Debt Instrument [Line Items]
Interest rate margin on borrowings			0.50%
Second Lien Term Loan \| One Month LIBOR Rate
Debt Instrument [Line Items]
Interest rate margin on borrowings			1.00%
Prior Second Lien Term Loan [Member] \| Initial Public Offering
Debt Instrument [Line Items]
Repayment of subordinated debt							$ 307,000,000.0
Term loan - First Lien Term Loan \| Initial Public Offering
Debt Instrument [Line Items]
Repayment of debt						$ 100,000,000.0
2021 Extended Term Loan
Debt Instrument [Line Items]
Debt instrument due date, month and year								2028-07
Aggregate principal amount					$ 860,000,000.0			$ 860,000,000.0
Debt instrument, interest Rate					8.14%
2021 Extended Term Loan \| LIBOR
Debt Instrument [Line Items]
Interest rate margin on borrowings								3.75%
Delayed Draw Term Loan Facility
Debt Instrument [Line Items]
Debt issuance costs								$ 400,000		$ 1,900,000
Aggregate principal amount					$ 200,000,000.0			60,000,000.0
Debt issuance costs								$ 2,500,000
Amount borrowed	$ 140,000,000.0	$ 60,000,000.0
2021 Extended Term Loan and Delayed Draw Term Loan Facility \| LIBOR \| Minimum
Debt Instrument [Line Items]
Debt instruments, variable interest rate					0.50%
2021 Extended Term Loan and Delayed Draw Term Loan Facility \| LIBOR \| Maximum
Debt Instrument [Line Items]
Interest rate margin on borrowings					3.75%
2021 Extended Term Loan and Delayed Draw Term Loan Facility \| Annual Base Rate \| Minimum
Debt Instrument [Line Items]
Debt instruments, variable interest rate					2.00%
Interest rate margin on borrowings					2.75%
Seventh Amendment on First Lien Credit Agreement
Debt Instrument [Line Items]
Debt issuance costs				$ 100,000
Seventh Amendment on First Lien Credit Agreement \| Revolving Credit Facility \| LIBOR \| Minimum
Debt Instrument [Line Items]
Debt instruments, variable interest rate				0.50%
Interest rate margin on borrowings				3.75%
Seventh Amendment on First Lien Credit Agreement \| Revolving Credit Facility \| Annual Base Rate \| Minimum
Debt Instrument [Line Items]
Debt instruments, variable interest rate				2.00%
Interest rate margin on borrowings				2.75%
Extension Amendment
Debt Instrument [Line Items]
Debt issuance costs					$ 8,300,000

Securitization Facility - Additional Information (Details) - USD ($) $ in Thousands		12 Months Ended
	Nov. 12, 2021	Dec. 31, 2022	Jan. 01, 2022	Aug. 09, 2022	Aug. 08, 2022
Debt Instrument [Line Items]
Interest expense related to amortization of debt issuance costs		$ 7,400	$ 8,700
Outstanding balance		1,323,950	1,272,850
Securitization Facility
Debt Instrument [Line Items]
Termination date of agreement	Nov. 12, 2024
Maximum amount available under securitization facility				$ 175,000	$ 150,000
Debt issuance costs	$ 1,400
Interest expense related to amortization of debt issuance costs		400	$ 100
Outstanding balance		$ 140,000
Securitization Facility \| Bloomberg Short-term Bank Yield Index
Debt Instrument [Line Items]
Interest rate under facility		6.62%

Fair Value Measurements - Summary of Other Assets and Other Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jan. 01, 2022
Assets:
Total derivative assets	$ 81,750
Derivative Asset, Statement of Financial Position [Extensible Enumeration]	Other Assets, Noncurrent
Liabilities:
Total derivative liabilities		$ 15,342
Derivative Liability, Statement of Financial Position [Extensible Enumeration]		Other Liabilities, Noncurrent
Level 2
Assets:
Total derivative assets	$ 81,750
Liabilities:
Total derivative liabilities		$ 15,342
Interest Rate Cap Agreements
Assets:
Total derivative assets	47,459
Interest Rate Cap Agreements \| Level 2
Assets:
Total derivative assets	47,459
Interest Rate Swap Agreements
Assets:
Total derivative assets	34,291
Liabilities:
Total derivative liabilities		15,342
Interest Rate Swap Agreements \| Level 2
Assets:
Total derivative assets	$ 34,291
Liabilities:
Total derivative liabilities		$ 15,342

Fair Value Measurements - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Jan. 01, 2022
Fair Value Disclosures [Abstract]
Fair Value, Assets, Level 1 to Level 2 Transfers	$ 0	$ 0
Fair Value, Assets, Level 2 to Level 1 Transfers	0	0
Fair Value Asset Transfers Into Level 3	0	0
Fair Value Asset, Transfers out of Level 3	0	0
Fair Value, Liabilities, Level 1 to Level 2 Transfers	0	0
Fair Value, Liabilities, Level 2 to Level 1 Transfers	0	0
Fair Value, Liability, Transfers Into Level 3	0	0
Fair Value, Liability, Transfers out of Level 3	$ 0	$ 0

Derivative Financial Instruments - Additional Information (Details)		1 Months Ended		12 Months Ended
	Feb. 09, 2022 USD ($)	Nov. 30, 2021 USD ($)	Jul. 31, 2021 USD ($)	Jan. 01, 2022 USD ($)	Dec. 31, 2022 USD ($)	Oct. 31, 2018 Swap
Derivative [Line Items]
Proceeds from sale of interest rate cap				$ 1,887,000
Other Long-term Assets
Derivative [Line Items]
Fair value of interest rate swaps					$ 34,300,000
Other Long-Term Liabilities
Derivative [Line Items]
Fair value of interest rate swaps				15,300,000
Amended Interest Rate Swap Agreements
Derivative [Line Items]
Aggregate notional amount				$ 520,000,000.0	520,000,000.0
Derivative expiration date			Jun. 30, 2026
Derivative, fixed interest rate			2.08%
Derivative, floor interest rate			0.50%
Interest Rate Swap Agreement
Derivative [Line Items]
Number of interest rate swap agreement \| Swap						2
Interest Rate Cap Agreements
Derivative [Line Items]
Aggregate notional amount	$ 880,000,000.0		$ 340,000,000.0
Fair value of interest rate swaps					$ 47,500,000
Derivative expiration date	Feb. 28, 2027
Derivative, cap interest rate	3.00%		1.75%
Proceeds from sale of interest rate cap		$ 2,000,000.0
Derivative, term			3 years
Gain from sale of derivative		$ 1,100,000
Derivative, Gain, Statement of Income or Comprehensive Income [Extensible Enumeration]		Other Operating Income (Expense), Net
One-time premium paid	$ 11,700,000		$ 900,000

Derivative Financial Instruments - Schedule of Mark-to-Market Gains (Losses) from Derivatives (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Jan. 01, 2022
Derivative Instruments Gain Loss [Line Items]
Derivative gain (loss)	$ 85,367	$ 14,317
Interest Rate Cap Agreements \| Not Designated as Hedging Instruments
Derivative Instruments Gain Loss [Line Items]
Derivative gain (loss)	$ 35,734	$ (88)
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Other Nonoperating Income (Expense)	Other Nonoperating Income (Expense)
Interest Rate Swap Agreements \| Not Designated as Hedging Instruments
Derivative Instruments Gain Loss [Line Items]
Derivative gain (loss)	$ 49,633	$ 13,282
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Other Nonoperating Income (Expense)	Other Nonoperating Income (Expense)

Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Jan. 01, 2022	Jan. 02, 2021	Dec. 28, 2019
Operating Loss Carryforwards [Line Items]
Corporate income tax rate	21.00%	21.00%
Tax cuts and jobs act, transition tax for research and development expenses	$ 4,500
Net operating loss carryforwards, expiration start year	2021
Net operating loss carryforwards, expiration end year	2038
Maximum percentage of taxpayers adjusted taxable income under 2017 Tax Act		30.00%	50.00%	50.00%
Indefinite-lived interest expense carryovers	$ 252,500
Deferred tax asset, indefinite-lived interest expense carryovers	59,900
Valuation allowance	203,370	$ 105,000	$ 94,041
Increases in valuation allowance		98,400
Total unrecognized tax benefits	8,135	10,240	$ 6,182
Accrued interest and penalties	1,800	2,000
Unrecognized tax benefit that would impact overall effective tax rate	9,900
Unrecognized tax benefits to be recognized within next 12 months	1,000
Unrecognized tax benefits resulting from statute expirations	2,105	$ 1,002
Federal
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	63,200
State
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 322,400

Income Taxes - Components of Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Jan. 01, 2022
Current income tax expense (benefit):
Federal	$ (2,323)	$ 581
State and local	658	1,574
Total Current	(1,665)	2,155
Deferred income tax expense (benefit):
Federal	(1,561)	(1,231)
State and local	1,446	2,544
Total Deferred	(115)	1,313
Total income tax (benefit) expense	$ (1,780)	$ 3,468

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Income Taxes - Reconciliation of Difference Between Federal Statutory Tax Rate and Company's Effective Tax Rate (Details)	12 Months Ended
	Dec. 31, 2022	Jan. 01, 2022
Income Tax Disclosure [Abstract]
U.S. Federal statutory income tax rate	(21.00%)	(21.00%)
State income taxes, net of federal tax benefits	0.30%	3.40%
Goodwill impairment	9.40%	17.00%
Other nondeductible expenses	0.20%	1.60%
Uncertain tax positions	(0.40%)	(0.40%)
Valuation Allowance	11.60%	3.10%
Other	(0.40%)	(0.60%)
Effective tax rate	(0.30%)	3.10%

Income Taxes - Significant Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jan. 01, 2022	Jan. 02, 2021
Deferred tax assets:
Contractual adjustments and discounts	$ 13,589	$ 14,519
NOL, federal and state	30,175	19,628
Federal tax credits	2,688	2,270
Payroll related accruals	18,742	23,562
Intangible assets	101,483	22,270
Interest expense limitation	59,871	34,931
Transaction costs	3,608	4,171
Accrued expenses	3,642	4,494
Interest rate derivatives		4,073
Lease liabilities	15,589	15,740
Stock compensation	8,481	5,119
Section 174 costs	1,079
Other	310	254
Gross deferred tax assets	259,257	151,031
Less: valuation allowance	(203,370)	(105,000)	$ (94,041)
Net deferred tax assets	55,887	46,031
Deferred tax (liabilities):
Property and equipment	(1,363)	(3,281)
Goodwill	(20,854)	(26,621)
Interest rate derivatives	(18,456)
Lease right of use assets	(14,254)	(13,751)
Other	(4,804)	(5,424)
Gross deferred tax (liabilities)	(59,731)	(49,077)
Net deferred tax assets (liabilities)	$ (3,844)	$ (3,046)

Income Taxes - Summary of Changes in Valuation Allowance (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Jan. 01, 2022
Income Tax Disclosure [Abstract]
Beginning of year balance	$ 105,000	$ 94,041
Valuation allowance recorded through purchase accounting		1,156
Increases in valuation allowance	98,370	9,803
End of year balance	$ 203,370	$ 105,000

Income Taxes - Summary of Changes in Uncertain Tax Positions (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Jan. 01, 2022
Income Tax Disclosure [Abstract]
Beginning of year balance	$ 10,240	$ 6,182
Increase in current period tax positions		214
Increase in prior period tax positions		4,846
Lapse of limitations	(2,105)	(1,002)
End of year balance	$ 8,135	$ 10,240

Stockholders' (Deficit) Equity - Additional Information (Details) $ in Thousands				12 Months Ended
	May 25, 2021 shares	May 03, 2021 USD ($) shares	Apr. 19, 2021 shares	Dec. 31, 2022 shares	Jan. 01, 2022 USD ($) shares
Schedule Of Shareholders Equity And Share Based Compensation [Line Items]
Stock issued, equity contributions \| $					$ 470,108
Stockholders' equity, forward stock split description				effected a one-to-20.5 forward stock split
Stockholders' equity, forward stock split			20.5
Common stock, authorized \| shares			1,000,000,000	1,000,000,000	1,000,000,000
Preferred stock, authorized \| shares			5,000,000	5,000,000	5,000,000
Net proceeds from IPO \| $		$ 477,700
Offering expenses \| $					$ 5,473
Initial Public Offering
Schedule Of Shareholders Equity And Share Based Compensation [Line Items]
Stock issued, shares \| shares		42,236,000
Offering expenses \| $		$ 7,600
Underwriters Overallotment Option
Schedule Of Shareholders Equity And Share Based Compensation [Line Items]
Stock issued, shares \| shares	4,000,000
Common Stock
Schedule Of Shareholders Equity And Share Based Compensation [Line Items]
Stock issued, equity contributions \| $					$ 422
Stock issued, shares \| shares					42,236,000

Share-Based Compensation - Additional Information (Details) - USD ($)							3 Months Ended	6 Months Ended	12 Months Ended
	Aug. 15, 2022	Dec. 29, 2021	Jun. 30, 2021	Jun. 17, 2021	May 03, 2021	Apr. 28, 2021	Apr. 02, 2022	Jan. 01, 2022	Dec. 31, 2022	Jan. 01, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Deferred restricted stock units								$ 2,135,000	$ 2,135,000	$ 2,135,000
Amended 2017 Plan and 2021 Omnibus Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense									13,600,000	13,600,000
Unrecognized compensation expense								28,600,000	$ 22,600,000	28,600,000
Weighted-average period for recognition of unrecognized compensation expense									1 year 4 months 24 days
Fair value of options vested									$ 4,500,000	$ 2,800,000
Time-Vesting Options \| Amended 2017 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage									20.00%
Vesting period									5 years
Options awarded									0	0
Accelerator-Vesting Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options awarded									0	0
Accelerator-Vesting Options \| Amended 2017 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage									20.00%
Vesting period									5 years
Performance-Vesting Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility				45.00%
Risk free rate				1.45%
Cost of equity				10.50%
Assumed dividend yield				0.00%
Incremental fair value resulting from modification				$ 8,800,000
Unrecognized compensation expense				$ 4,400,000					$ 0
Performance-Vesting Options \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of shares remaining measurement period				6 years 6 months
Performance-Vesting Options \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of shares remaining measurement period				9 years 4 months 24 days
Performance-Vesting Options \| Corporate Expenses and Branch and Regional Administrative Expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense								$ 6,500,000	4,500,000	$ 400,000
Deferred Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense									$ 0	$ 0
Shares awarded									0	0
RSUs outstanding								194,750	194,750	194,750
Aggregate intrinsic value, vested									$ 0	$ 0
Deferred Restricted Stock Units \| Amended 2017 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for settlement of deferred restricted stock units									307,500
Restricted Stock Units \| 2021 Omnibus Incentive Plan \| Director
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	1 year									1 year
Weighted average grant date fair value of options granted	$ 2.11									$ 12.37
Compensation expense									$ 600,000	$ 300,000
Unrecognized compensation expense									400,000
Shares awarded	308,055		52,545
Restricted Stock Units \| 2021 Omnibus Incentive Plan \| Management
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period										4 years
Weighted average grant date fair value of options granted										$ 7.00
Compensation expense									3,900,000	$ 34,500
Unrecognized compensation expense								$ 16,800,000	11,600,000	$ 16,800,000
Shares awarded		2,400,000
Restricted Stock Units \| Long-Term Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense									5,100,000
Shares granted							2,124,212
Fair value of shares granted							$ 4.93
Compensation expense, net of forfeitures									$ 2,300,000
Performance Stock Units \| Long-Term Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of shares remaining measurement period									2 years 10 months 17 days
Risk free rate									1.77%
Unrecognized compensation expense									$ 2,600,000
Shares granted							1,389,801
Fair value of shares granted							$ 5.24
Term of award									The PSUs contain two performance criteria: (i) 50% based on relative total shareholder return ("TSR") over a three-year performance period, which measures the Company's total shareholder return as compared to the total shareholder return of a designated peer group, and (ii) 50% based on an adjusted EBITDA target over a one-year performance period. The PSUs are also subject to a three-year service-based cliff vesting schedule commencing on the date of grant.
Compensation expense, net of forfeitures									$ 1,100,000
Average closing stock price									7.29
Strike price									$ 4.93
Initial Public Offering \| Performance-Vesting Options \| Corporate Expenses and Branch and Regional Administrative Expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense					$ 3,200,000
Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility, minimum									48.00%
Expected volatility										32.00%
Expected volatility, maximum									49.00%
Risk-free interest rate, minimum									0.19%
Risk free rate										0.05%
Risk-free interest rate, maximum									2.51%
Assumed dividend yield									0.00%	0.00%
Shares authorized for issuance						5,404,926
Purchase price, as percentage of closing price of common stock						85.00%
ESPP shares purchased									3,805,844	369,320
Strike price								$ 6.29	$ 1.05	$ 6.29
Employee Stock Purchase Plan \| Corporate Expenses and Branch and Regional Administrative Expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense									$ 2,300,000	$ 900,000

Share-Based Compensation - Schedule of Option and Restricted Stock Units Activity (Details) - Option and Restricted Stock Units - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Jan. 01, 2022	Jan. 02, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Outstanding Shares, Beginning Balance	17,722,631	15,573,898
Number of Shares, Granted	3,941,930	2,452,545
Number of Shares, Exercised	(321,053)	(198,764)
Number of Shares, Forfeited	(1,494,515)	(105,048)
Number of Outstanding Shares, Ending Balance	19,848,993	17,722,631	15,573,898
Number of Shares, Exercisable at December 31, 2022	7,741,136
Number of Shares, Vested and expected to vest at December 31, 2022	19,154,076
Weighted Average Exercise Price, Beginning Balance	$ 5.71	$ 6.62
Weighted Average Exercise Price, Exercised		4.88
Weighted Average Exercise Price, Forfeited	4.78	8.43
Weighted Average Exercise Price, Ending Balance	4.74	$ 5.71	$ 6.62
Weighted Average Exercise Price, Exercisable at December 31, 2022	6.59
Weighted Average Exercise Price, Vested and expected to vest at December 31, 2022	$ 4.91
Weighted Average Remaining Contractual Term (in years), Outstanding	4 years 6 months	6 years 9 months 18 days	7 years 3 months 18 days
Weighted Average Remaining Contractual Term (in years), Exercisable at December 31, 2022	5 years
Weighted Average Remaining Contractual Term (in years), Vested and expected to vest at December 31, 2022	4 years 6 months
Total Intrinsic Value, Outstanding	$ 4,270	$ 29,657	$ 130,546
Total Intrinsic Value, Exercised	$ 328	$ 332

Leases - Additional Information (Details) - USD ($)	12 Months Ended
Leases - Additional Information (Details) - USD ($)	Dec. 31, 2022	Jan. 01, 2022
Lessee, Lease, Description [Line Items]
Current leases expiration year.	2030
Finance lease description	Financing leases include provisions to purchase the asset at the conclusion of the lease. There were no financing assets as of December 31, 2022 and $0.9 million of financing assets as of January 1, 2022 in property and equipment, net on the consolidated balance sheets. Financing liabilities of $0.7 million are included in other current liabilities on the consolidated balance sheets as of December 31, 2022. Financing liabilities of $0.6 million and $0.7 million are included in other current liabilities and other long-term liabilities, respectively, on the consolidated balance sheets as of January 1, 2022.
Finance lease assets	$ 0	$ 900,000
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property, Plant and Equipment, Net	Property, Plant and Equipment, Net
Finance lease liability current	$ 700,000	$ 600,000
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Other Liabilities, Current	Other Liabilities, Current
Finance lease liability noncurrent		$ 700,000
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]		Other Liabilities, Noncurrent
Minimum
Lessee, Lease, Description [Line Items]
Operating lease renewal term	1 year
Maximum
Lessee, Lease, Description [Line Items]
Operating lease renewal term	5 years

Leases - Schedule of Consolidated Balance Sheets for Operating Leases (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jan. 01, 2022
Leases [Abstract]
Operating lease right of use assets	$ 54,601	$ 51,992
Current portion of operating lease liabilities	13,070	13,534
Operating lease liabilities, less current portion	45,818	44,682
Total operating lease liabilities	$ 58,888	$ 58,216

Leases - Schedule of Components of Lease Cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Jan. 01, 2022
Income and Expenses, Lessee [Abstract]
Operating lease cost	$ 21,898	$ 19,326
Total operating lease costs	21,898	19,326
Variable lease costs	3,328	3,206
Short-term lease costs	1,640	1,919
Total lease cost	$ 26,866	$ 24,451

Leases - Schedule of Supplemental Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Jan. 01, 2022
Cash Flow, Operating Activities, Lessee [Abstract]
Cash payments of operating lease liabilities	$ (22,626)	$ (19,697)
Operating lease right of use assets obtained in exchange for new operating lease liabilities	$ 20,273	22,927
Reduction to operating lease right of use assets resulting from reduction to operating lease liabilities		$ (799)
Weighted average remaining lease term	4 years 3 months 7 days	4 years 6 months 14 days
Weighted average discount rate	7.48%	8.29%

Leases - Schedule of Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jan. 01, 2022
Lessee, Operating Lease, Liability, to be Paid [Abstract]
December 30, 2023	$ 18,541
December 28, 2024	17,212
January 3, 2026	13,705
January 2, 2027	9,763
January 1, 2028	5,632
Thereafter	4,827
Total undiscounted lease payments	69,680
Less: Imputed Interest	(10,792)
Total operating lease liabilities	$ 58,888	$ 58,216

Commitments and Contingencies - Additional Information (Details) - USD ($)					1 Months Ended	12 Months Ended
	Jan. 18, 2023	Nov. 23, 2022	Oct. 01, 2022	Aug. 06, 2020	Mar. 16, 2023	Dec. 31, 2022	Jan. 01, 2022	Dec. 20, 2019	Dec. 24, 2018
Loss Contingencies [Line Items]
Insurance, per claims deductible			$ 1,500,000
Professional malpractice claims, per claim and annual aggregate limits			$ 5,000,000.0
Insurance reserves						$ 90,300,000	$ 80,500,000
Provision for transaction termination fee									$ 75,000,000.0
Break-up fee due to Seller								$ 0
Escrow funds				$ 7,100,000
Name of defendants						Epic/Freedom, LLC (“Seller”), Webster Capital Corporation, and Webster Equity Partners (collectively, the “Defendants”)
Subsequent Event
Loss Contingencies [Line Items]
Litigation Settlement, Amount	$ 7,900,000
Texas
Loss Contingencies [Line Items]
Litigation Settlement, Amount		$ 19,800,000
Texas \| Subsequent Event
Loss Contingencies [Line Items]
Litigation settlement, garnishment of cash					$ 18,400,000
Litigation settlement expected refund amount					18,400,000
Minimum
Loss Contingencies [Line Items]
Insurance, per claims deductible						$ 500,000
Professional malpractice claims, per claim and annual aggregate limits						5,500,000
Damages sought value				24,000,000.0
Maximum
Loss Contingencies [Line Items]
Insurance, per claims deductible						1,000,000.0
Professional malpractice claims, per claim and annual aggregate limits						6,000,000.0
Damages sought value				$ 50,000,000.0
Professional Malpractice Claims
Loss Contingencies [Line Items]
Insurance reserves						41,800,000	38,700,000
Surety Bonds
Loss Contingencies [Line Items]
Collaterals						2,900,000	2,900,000
Cash Collateral
Loss Contingencies [Line Items]
Collaterals						1,900,000	2,900,000
Appellate Bond \| Texas \| Subsequent Event
Loss Contingencies [Line Items]
Cash collateralized					$ 18,400,000
Letters of Credit
Loss Contingencies [Line Items]
Collaterals						19,700,000	17,600,000
Workers Compensation Insurance
Loss Contingencies [Line Items]
Insurance, per claims deductible						500,000
Insurance reserves						$ 48,500,000	$ 41,800,000

Employee Benefit Plans - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Jan. 01, 2022
Retirement Benefits [Abstract]
Defined contribution plan employer discretionary contribution amount	$ 6.4	$ 4.8

COVID-19 - Additional Information (Details) - USD ($) $ in Thousands			1 Months Ended	3 Months Ended	4 Months Ended	12 Months Ended			20 Months Ended
	Jul. 01, 2022	Mar. 11, 2021	Dec. 31, 2021	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2022	Jan. 01, 2022	Jan. 02, 2021	Dec. 31, 2021	Feb. 04, 2021	Apr. 30, 2020	Apr. 01, 2013
Covid 19 CARES Act [Line Items]
Provider relief fund payments received CARES Act			$ 2,500				$ 25,100
Incremental percentage of deferred payment of employer portion of social security taxes								50.00%
Percentage of social security tax due CARES Act			50.00%			50.00%			50.00%
Deferred payroll taxes CARES act paid			$ 25,900
Deferred social security tax CARES Act						$ 25,500
Deferred payroll taxes current CARES act							25,500
ARPA Recovery Funds		$ 350,000,000				6,300
Revenue recognized						5,000
Revenue recognized in other current liabilities						$ 1,300
Medicare
Covid 19 CARES Act [Line Items]
Gross advance received for expansion of accelerated payments program in CARES Act											$ 15,700
Percentage of repayments due for first eleven months						25.00%
Percentage of payments recouped rate for another six months						50.00%
Repayment of advances received in CARES Act							12,200
Percentage of reduction in payments												2.00%
Percentage of reduction of claim reimbursements	2.00%			1.00%	2.00%				2.00%
Remaining unpaid advances						$ 3,500	$ 3,500
Pennsylvania DHS
Covid 19 CARES Act [Line Items]
Stimulus funds received CARES Act								$ 4,800
Stimulus funds recognized as income CARES Act								500
Stimulus funds included in government stimulus liabilities CARES Act								4,300
Direct stimulus fund repaid CARES Act										$ 4,300
Other Than Pennsylvania
Covid 19 CARES Act [Line Items]
Stimulus funds received CARES Act								$ 0

Related Party Transactions - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Jan. 01, 2022
Related Party Transaction [Line Items]
Management fees and expenses	$ 0	$ 800,000
Amounts owed in connection with advisory services agreements	0	0
Fees for revenue cycle vendor eligibility and clearing house billing services	400,000	400,000
Amount owed to revenue cycle vendor	$ 0	$ 0
2021 Extended Term Loan
Related Party Transaction [Line Items]
Shareholders ownership percentage	6.90%

Segment Information - Additional Information (Details)	12 Months Ended
Segment Information - Additional Information (Details)	Dec. 31, 2022 Segment
Segment Reporting [Abstract]
Number of operating segments	3
Number of reportable segments	3

Segment Information - Summary of Segment Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Jan. 01, 2022
Segment Reporting Information [Line Items]
Revenue	$ 1,787,645	$ 1,678,618
Cost of revenue, excluding depreciation and amortization	1,234,418	1,136,214
Gross margin	$ 553,227	$ 542,404
Gross margin percentage	30.90%	32.30%
PDS
Segment Reporting Information [Line Items]
Revenue	$ 1,415,105	$ 1,358,116
Cost of revenue, excluding depreciation and amortization	1,022,640	963,257
Gross margin	$ 392,465	$ 394,859
Gross margin percentage	27.70%	29.10%
HHH
Segment Reporting Information [Line Items]
Revenue	$ 232,584	$ 177,272
Cost of revenue, excluding depreciation and amortization	130,721	93,557
Gross margin	$ 101,863	$ 83,715
Gross margin percentage	43.80%	47.20%
MS
Segment Reporting Information [Line Items]
Revenue	$ 139,956	$ 143,230
Cost of revenue, excluding depreciation and amortization	81,057	79,400
Gross margin	$ 58,899	$ 63,830
Gross margin percentage	42.10%	44.60%

- Definition

Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.

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Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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Segment Information - Summary of Segment Reconciliation (Details) - USD ($) $ in Thousands		3 Months Ended		12 Months Ended
	Jul. 15, 2021	Dec. 31, 2022	Jul. 02, 2022	Dec. 31, 2022	Jan. 01, 2022
Segment Reconciliation:
Total segment gross margin				$ 553,227	$ 542,404
Branch and regional administrative expenses				357,230	297,381
Corporate expenses	$ 7,000			137,864	130,387
Goodwill impairment		$ 205,100	$ 470,200	675,346	117,702
Depreciation and amortization				21,313	20,550
Acquisition-related costs				99	12,832
Other operating expense (income)				3,651	(337)
Operating loss				(642,276)	(36,111)
Interest income				679	253
Interest expense				(107,720)	(68,930)
Loss on debt extinguishment	$ (400)				(13,702)
Other income				85,503	4,914
Loss before income taxes				$ (663,814)	$ (113,576)

Net Loss Per Share - Summary of Computation of Basic and Diluted Net Loss Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Jan. 01, 2022
Numerator:
Net loss	$ (662,034)	$ (117,044)
Denominator:
Weighted average shares of common stock outstanding, basic	185,553	170,625
Weighted average shares of common stock outstanding, diluted	185,553	170,625
Net loss per share, basic	$ (3.57)	$ (0.69)
Net loss per share, diluted	$ (3.57)	$ (0.69)
RSUs
Earnings Per Share, Diluted, Other Disclosure [Abstract]
Dilutive securities outstanding not included in the computation of diluted net loss per share as their effect is antidilutive	4,113,000	2,453,000
PSUs
Earnings Per Share, Diluted, Other Disclosure [Abstract]
Dilutive securities outstanding not included in the computation of diluted net loss per share as their effect is antidilutive	1,361,000
Stock Options
Earnings Per Share, Diluted, Other Disclosure [Abstract]
Dilutive securities outstanding not included in the computation of diluted net loss per share as their effect is antidilutive	14,375,000	15,270,000

Condensed Financial Information of Registrant (Parent Company Only) - Condensed Balance Sheets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jan. 01, 2022	Jan. 02, 2021
Assets:
Total assets	$ 1,711,760	$ 2,334,371
Deferred restricted stock units	2,135	2,135
Stockholders' (deficit) equity:
Preferred stock, $0.01 par value as of December 31, 2022 and January 1, 2022, 5,000,000 shares authorized; none issued or outstanding
Common stock, $0.01 par value, 1,000,000,000 shares authorized; 188,859,165 and 184,732,268 issued and outstanding, respectively	1,888	1,847
Additional paid-in capital	1,228,512	1,208,645
Accumulated deficit	(1,236,710)	(574,676)
Total stockholders' (deficit) equity	(6,310)	635,816	$ 265,034
Total liabilities, deferred restricted stock units, and stockholders' (deficit) equity	1,711,760	2,334,371
Parent Company
Assets:
Investment in subsidiaries	(4,175)	637,951
Total assets	(4,175)	637,951
Deferred restricted stock units	2,135	2,135
Stockholders' (deficit) equity:
Preferred stock, $0.01 par value as of December 31, 2022 and January 1, 2022, 5,000,000 shares authorized; none issued or outstanding
Common stock, $0.01 par value, 1,000,000,000 shares authorized; 188,859,165 and 184,732,268 issued and outstanding, respectively	1,888	1,847
Additional paid-in capital	1,228,512	1,208,645
Accumulated deficit	(1,236,710)	(574,676)
Total stockholders' (deficit) equity	(6,310)	635,816
Total liabilities, deferred restricted stock units, and stockholders' (deficit) equity	$ (4,175)	$ 637,951

Condensed Financial Information of Registrant (Parent Company Only) - Condensed Balance Sheets (Parenthetical) (Details) - $ / shares	Dec. 31, 2022	Jan. 01, 2022	Apr. 19, 2021
Condensed Balance Sheet Statements, Captions [Line Items]
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, authorized	5,000,000	5,000,000	5,000,000
Preferred stock, issued	0	0
Preferred stock,outstanding	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, authorized	1,000,000,000	1,000,000,000	1,000,000,000
Common stock, issued	188,859,165	184,732,268
Common stock, outstanding	188,859,165	184,732,268
Parent Company
Condensed Balance Sheet Statements, Captions [Line Items]
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, authorized	5,000,000	5,000,000
Preferred stock, issued	0	0
Preferred stock,outstanding	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, authorized	1,000,000,000	1,000,000,000
Common stock, issued	188,859,165	184,732,268
Common stock, outstanding	188,859,165	184,732,268

Condensed Financial Information of Registrant (Parent Company Only) - Consolidated Statements of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Jan. 01, 2022
Condensed Income Statements, Captions [Line Items]
Net loss	$ (662,034)	$ (117,044)
Net loss per share, basic	$ (3.57)	$ (0.69)
Net loss per share, diluted	$ (3.57)	$ (0.69)
Weighted average shares of common stock outstanding, basic	185,553	170,625
Weighted average shares of common stock outstanding, diluted	185,553	170,625
Parent Company [Member]
Condensed Income Statements, Captions [Line Items]
Equity in net loss of subsidiaries	$ (662,034)	$ (117,044)
Net loss	$ (662,034)	$ (117,044)
Net loss per share, basic	$ (3.57)	$ (0.69)
Net loss per share, diluted	$ (3.57)	$ (0.69)
Weighted average shares of common stock outstanding, basic	185,553	170,625
Weighted average shares of common stock outstanding, diluted	185,553	170,625

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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+ Details

Condensed Financial Information of Registrant (Parent Company Only) - Additional Information (Details) - USD ($)	Dec. 31, 2022	Jan. 01, 2022	Jan. 02, 2021
Condensed Financial Statements, Captions [Line Items]
Cash	$ 19,217,000	$ 30,490,000	$ 137,345,000
Parent Company
Condensed Financial Statements, Captions [Line Items]
Cash	$ 0	$ 0

Subsequent Event - Additional Information (Details) - USD ($) $ in Millions	Mar. 16, 2023	Dec. 31, 2022	Jan. 01, 2022	May 04, 2021	May 03, 2021
Revolving Credit Facility
Subsequent Event [Line Items]
Line of credit facility, maximum borrowing capacity		$ 180.3	$ 182.4	$ 200.0	$ 75.0
Subsequent Event \| Securitization Facility
Subsequent Event [Line Items]
Line of credit facility, maximum borrowing capacity	$ 25.0
Subsequent Event \| Revolving Credit Facility
Subsequent Event [Line Items]
Line of credit facility, maximum borrowing capacity	$ 20.0