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Aveanna Healthcare Holdings Inc

For the period ended Jun 29, 2024. Filed Aug 8, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 29, 2024 · Filed Aug 8, 2024

AVAH$13.25-3.1%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-03-30; filed 2024-05-09.

0000950170-24-056215

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

Current report: 10-Q

Period ended 2024-06-29; filed 2024-08-08.

0000950170-24-093268

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 175 previous paragraphs and 246 current paragraphs.

112 unchanged; 44 reworded; 60 added; 17 removed; 2 previous and 30 current paragraphs rearranged.

Tables are not compared: 12 previous and 18 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (60)

Current report

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

Current report

Operating income was $37.1 million, or 7.4% of revenue, for the three-month period ended June 29, 2024, as compared to operating income of 37.5 million, or 7.9% of revenue, for the three-month period ended July 1, 2023, a decrease of $0.4 million.

Current report

The following items primarily contributed to the $0.4 million decrease in operating income over the comparable second quarter period:

Current report

the previously discussed $6.3 million increase in Field contribution;

Current report

a 3.4 million increase in other operating expense (income); and

Current report

the previously discussed $0.4 million decrease in operating income;

Current report

a $1.6 million increase in interest expense, net of interest income; offset by

Current report

Revenue was $505.0 million for the three-month period ended June 29, 2024, as compared to $471.9 million for the three-month period ended July 1, 2023, an increase of $33.0 million, or 7.0%. This increase resulted from the following segment activity:

Current report

The$3.6 million, or 9.3%, increase in MS segment revenue for thethree-month period ended June 29, 2024, as compared to thethree-month period ended July 1, 2023, was attributable to volume growth of 10.6% partially offset by a 1.3% decrease in revenue rate over the comparable period.

Current report

Cost of revenue, excluding depreciation and amortization, was $346.7 million for the three-month period ended June 29, 2024, as compared to $316.7 million for the three-month period ended July 1, 2023, an increase of $30.0 million, or 9.5%. This increase resulted from the following segment activity:

Current report

a $3.3 million, or 11.5%, decrease in HHH cost of revenue; and

Current report

The 11.6% increase in PDS cost of revenue for thethree-month period ended June 29, 2024 resulted from the previously described 4.8% increase in PDS volume combined with a 6.8% increase in PDS cost of revenue rate. The 6.8% increase in cost of revenue rate primarily resulted from higher caregiver labor costs, including the pass-through of state reimbursement rate increases. The prior year quarter included $5.0 million lower general and professional liability expense associated with certain accrued legal settlements.

Current report

The 11.2% increase in MS cost of revenue for thethree-month period ended June 29, 2024 was driven by the previously described 10.6% growth in MS volumes and a 0.6% increase in cost of revenue rate.

Current report

a 3.8% decrease in MS spread rate from $198.16 to $191.45 driven by the 1.3%decrease in MS revenue rate, net of the 0.6% increase in MS cost of revenue rate; and

Current report

Branch and regional administrative expenses were $88.0 million, or 17.4% of revenue, for thethree-month period ended June 29, 2024, as compared to $91.3 million, or 19.3% of revenue, for thethree-month period ended July 1, 2023, a decrease of $3.3 million, or 3.6%.

Current report

Other operating expense was $0.1 million for thethree-month period ended June 29, 2024, as compared to other operating income of $3.3 million for thethree-month period ended July 1, 2023, a decrease in other operating income of $3.4 million. The $3.4 million decrease primarily resulted from a favorable $3.6 million acquisition-related legal settlement recorded in the prior year three-month period.

Current report

Six-Month Period Ended June 29, 2024 Compared to the Six-Month Period Ended July 1, 2023

Current report

the previously discussed $11.5 million increase in Field contribution; and

Current report

Net income for the six-month period ended June 29, 2024 was $2.7 million, as compared to net loss of $6.4 million for the six-month period ended July 1, 2023. The $9.1 million increase in net income was primarily driven by the following:

Current report

the previously discussed $4.9 million increase in operating income; and

Current report

Revenue was $995.6 million for the six-month period ended June 29, 2024, as compared to $938.4 million for the six-month period ended July 1, 2023, an increase of $57.3 million, or 6.1%. This increase resulted from the following segment activity:

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Removed paragraphs (17)

Previous report

the previously discussed $5.2 million increase in operating income;

Previous report

the previously discussed $5.2 million increase in operating income; and

Previous report

Revenue was $490.7 million for the three-month period ended March 30, 2024, as compared to $466.4 million for the three-month period ended April 1, 2023, an increase of $24.2 million, or 5.2%. This increase resulted from the following segment activity:

Previous report

Cost of revenue, excluding depreciation and amortization, was $344.8 million for the three-month period ended March 30, 2024, as compared to $321.9 million for the three-month period ended April 1, 2023, an increase of $22.9 million, or 7.1%. This increase resulted from the following segment activity:

Previous report

a $5.5 million, or 17.5%, decrease in HHH cost of revenue; and

Previous report

Branch and regional administrative expenses were $87.9 million, or 17.9% of revenue, for the three-month period ended March 30, 2024, as compared to $91.7 million, or 19.7% of revenue, for the three-month period ended April 1, 2023, a decrease of $3.8 million, or 4.1%.

Previous report

On February 21, 2024, Change Healthcare, a subsidiary of UnitedHealth Group that acts as an intermediary for processing certain payment claims we submit through certain third-party revenue cycle management solutions for payors (“third-party vendors”), notified our third-party vendors of a cybersecurity incident. In response to the incident, both our third-party vendors and Change Healthcare severed the service connections between their respective systems. The Change Healthcare incident did not materially affect our operations, except our ability to submit payment claims through these particular third-party vendors for a short period of time while we sought alternative claims submission arrangements. The incident did not materially increase our patient accounts receivable balances nor decrease our Net cash (used in) provided by operating activities for the first quarter of 2024.

Previous report

On July 31, 2023, we amended our Securitization Facility to extend its maturity date from November 12, 2024 to July 31, 2026.
Reworded paragraphs (44)

Previous wording

Our fiscal year ends on the Saturday that is closest to December 31 of a given year, resulting in either a 52-week or 53-week fiscal year. “Fiscal year 2024” refers to the 52-week fiscal year ending on December 28, 2024. “Fiscal year 2023” refers to the 52-week fiscal year ended on December 30, 2023. The “three-month period ended March 30, 2024”, or “first quarter of 2024” refers to the 13-week fiscal quarter ended on March 30, 2024. The “three-month period ended April 1, 2023” or “first quarter of 2023” refers to the 13-week fiscal quarter ended on April 1, 2023.

Current wording

Our fiscal year ends on the Saturday that is closest to December 31 of a given year, resulting in either a 52-week or 53-week fiscal year. “Fiscal year 2024” refers to the 52-week fiscal year ending on December 28, 2024. “Fiscal year 2023” refers to the 52-week fiscal year ended on December 30, 2023. The “three-month period ended June 29, 2024”, or “second quarter of 2024” refers to the 13-week fiscal quarter ended on June 29, 2024. The “three-month period ended July 1, 2023” or “second quarter of 2023” refers to the 13-week fiscal quarter ended on July 1, 2023. The "six-month period ended June 29, 2024", or "first six months of 2024", refers to the period from December 31, 2023 through June 29, 2024. The "six-month period ended July 1, 2023", or "first six months of 2023", refers to the period from January 1, 2023 through July 1, 2023.

Previous wording

On April 22, 2024, the U.S. Department of Health & Human Services through the Centers for Medicare and Medicaid Services ("CMS") released the “Ensuring Access to Medicaid Services” final rule (CMS-2442-F). The final rule has a stated goal of improving access to services for Medicaid beneficiaries. As part of this rule, CMS requires that state Medicaid departments provide assurances that a minimum of 80% of Medicaid payments for personal care and similar services be spent on compensation to and clinical supervision of the direct care workers providing these services. While the effective date of the final rule is July 9, 2024, the states are allowed six years to implement the provisions regarding the 80% minimum payment. The ultimate impact of the final rule is not expected to have a material impact to our results of operations.

Current wording

On April 22, 2024, the U.S. Department of Health & Human Services through the Centers for Medicare and Medicaid Services ("CMS") released the “Ensuring Access to Medicaid Services” final rule (CMS-2442-F). The final rule has a stated goal of improving access to services for Medicaid beneficiaries. As part of this rule, CMS requires that state Medicaid departments provide assurances that a minimum of 80% of Medicaid payments for personal care and similar services be spent on compensation to and clinical supervision of the direct care workers providing these services. While the effective date of the final rule was July 9, 2024, the states are allowed six years to implement the provisions regarding the 80% minimum payment. The ultimate impact of the final rule is not expected to have a material impact to our results of operations.

Previous wording

Operating income for the first fiscal quarter of 2024 was positively impacted by an increase of $5.2 million, or 9.8%, in Field contribution as compared to the first fiscal quarter of 2023. The $5.2 million increase in Field contribution resulted from a $24.2 million, or 5.2%, increase in consolidated revenue and a 0.5% increase in our Field contribution margin to 11.8% for the first fiscal quarter of 2024 from 11.3% for the first fiscal quarter of 2023. The primary driver of our higher Field contribution margin year over year was a 1.8% decrease in branch and regional administrative expenses as a percentage of revenue to 17.9% for the first fiscal quarter of 2024 from 19.7% for the first fiscal quarter of 2023.

Current wording

Operating income for the second quarter of 2024 was positively impacted by an increase of $6.3 million, or 9.8%, in Field contribution, as compared to the second quarter of 2023. The $6.3 million increase in Field contribution resulted from a $33.0 million, or 7.0%, increase in consolidated revenue and a 0.3% increase in our Field contribution margin to 13.9% for the second quarter of 2024 from 13.6% for the second quarter of 2023. The primary driver of our higher Field contribution margin over the comparable quarter was a 1.9% decrease in branch and regional administrative expenses as a percentage of revenue to 17.4% for the second quarter of 2024 from 19.3% for the second quarter of 2023.

Previous wording

Net loss for the three-month period ended March 30, 2024 was $11.2 million, as compared to net loss of $32.0 million for the three-month period ended April 1, 2023. The $20.8 million decrease in net loss was primarily driven by the following:

Current wording

Net income for the three-month period ended June 29, 2024 was $13.9 million, as compared to net income of $25.6 million for the three-month period ended July 1, 2023. The $11.7 million decrease in net income was primarily driven by the following:

Previous wording

Gross margin was $145.9 million, or 29.7% of revenue, for the three-month period ended March 30, 2024, as compared to $144.5 million, or 31.0% of revenue, for the three-month period ended April 1, 2023. Gross margin increased $1.4 million, or 1.0%, from the comparable prior year quarter. The 1.3% decrease in gross margin percentage for the three-month period ended March 30, 2024 resulted from the combined changes in our revenue rates and cost of revenue rates in each of our segments, which we refer to as the change in our spread rate, as follows:

Current wording

Gross margin was $158.3 million, or 31.3% of revenue, for the three-month period ended June 29, 2024, as compared to $155.3 million, or 32.9% of revenue, for the three-month period ended July 1, 2023. Gross margin increased $3.0 million, or 1.9%, from the comparable prior year quarter. The 1.6% decrease in gross margin percentage for the three-month period ended June 29, 2024 resulted from the combined changes in our revenue rates and cost of revenue rates in each of our segments, which we refer to as the change in our spread rate, as follows:

Previous wording

an 8.8% decrease in PDS spread rate from $10.65 to $9.75 driven by the 1.0% increase in PDS revenue rate, net of the 4.8% increase in PDS cost of revenue rate;

Current wording

a 5.4% decrease in PDS spread rate from $11.30 to $10.73 driven by the 3.2% increase in PDS revenue rate, net of the 6.8% increase in PDS cost of revenue rate;

Previous wording

our HHH segment, in which gross margin percentage increased by 8.5%.

Current wording

our HHH segment, in which gross margin percentage increased by 5.2%.

Previous wording

The 4.1% decrease in branch and regional administrative expenses for the three-month period ended March 30, 2024, as compared to the three-month period ended April 1, 2023, was primarily due to the positive effects of restructuring portions of our branch and regional operating structure, which resulted in the overall 1.8% decrease in branch and regional administrative expenses as a percentage of revenue during the comparable three-month periods.

Current wording

The 3.6% decrease in branch and regional administrative expenses for thethree-month period ended June 29, 2024, as compared to thethree-month period ended July 1, 2023, was primarily due to the positive effects of restructuring portions of our branch and regional operating structure, which resulted in the overall 1.9% decrease in branch and regional administrative expenses as a percentage of revenue for the three-month period ended June 29, 2024, as compared to the three-month period ended July 1, 2023.

Previous wording

Field contribution was $57.9 million, or 11.8% of revenue, for the three-month period ended March 30, 2024, as compared to $52.8 million, or 11.3% of revenue, for the three-month period ended April 1, 2023. Field contribution increased $5.2 million, or 9.8%, for the three-month period ended March 30, 2024, as compared to the three-month period ended April 1, 2023. The 0.5% increase in Field contribution margin for the three-month period ended March 30, 2024 resulted from the following:

Current wording

Field contribution was $70.3 million, or 13.9% of revenue, for the three-month period ended June 29, 2024, as compared to $64.0 million, or 13.6% of revenue, for the three-month period ended July 1, 2023. Field contribution increased $6.3 million, or 9.8%, for the three-month period ended June 29, 2024, as compared to the three-month period ended July 1, 2023. The 0.3% increase in Field contribution margin for the three-month period ended June 29, 2024 resulted from the following:

Previous wording

a 1.3% decrease in gross margin percentage in the three-month period ended March 30, 2024, as compared to the three-month period ended April 1, 2023.

Current wording

a 1.6% decrease in gross margin percentage in the three-month period ended June 29, 2024, as compared to the three-month period ended July 1, 2023; and

Previous wording

Corporate expenses were $29.8 million, or 6.1% of revenue, forthe three-month period ended March 30, 2024, as compared to $30.9 million, or 6.6% of revenue, forthe three-month period ended April 1, 2023. The $1.1 million, or 3.5%, decrease in corporate expenses resulted primarily from lower compensation and benefits costs and lower public company insurance costs.

Current wording

Corporate expenses were $30.2 million, or 6.0% of revenue, forthe three-month period ended June 29, 2024, as compared to $26.4 million, or 5.6% of revenue, forthe three-month period ended July 1, 2023. The $3.9 million, or 14.8%, increase in corporate expenses resulted primarily from higher compensation and benefits costs, non-cash share-based compensation, and professional services.

Previous wording

Depreciation and amortization was $2.9 million for the three-month period ended March 30, 2024, as compared to $4.0 million for the three-month period ended April 1, 2023, a decrease of $1.1 million, or 27.9%. The $1.1 million decrease primarily resulted from improved capital asset management.

Current wording

Depreciation and amortization was $2.8 million for the three-month period ended June 29, 2024, as compared to $3.5 million for the three-month period ended July 1, 2023, a decrease of $0.7 million, or 18.8%. The $0.7 million decrease primarily resulted from improved capital asset management.

Previous wording

Interest expense, net of interest income was $39.5 million for the three-month period ended March 30, 2024, as compared to $35.9 million for the three-month period ended April 1, 2023, an increase of $3.7 million, or 10.2%. The increase was primarily driven by higher interest rates due to continued increases in the U.S. federal funds rate and slightly higher borrowing under our Securitization Facility. See further analysis under Liquidity and Capital Resources below.

Current wording

Interest expense, net of interest income was $39.5 million for the three-month period ended June 29, 2024, as compared to $37.9 million for the three-month period ended July 1, 2023, an increase of $1.6 million, or 4.3%. The increase was primarily driven by increases in interest rates due to continued increases in the U.S. federal funds rate and higher borrowing under our Securitization Facility. See further analysis under Liquidity and Capital Resources below.

Previous wording

Operating income was $22.9 million for the three-month period ended March 30, 2024, as compared to operating income of $17.6 million for the three-month period ended April 1, 2023, an increase of $5.2 million, or 29.6%.

Current wording

Operating income was $60.0 million for the six-month period ended June 29, 2024, as compared to operating income of $55.1 million for the six-month period ended July 1, 2023, an increase of $4.9 million, or 8.8%.

Previous wording

The overall $5.2 million increase in operating income over the comparable periods primarily consists of:

Current wording

The overall $4.9 million increase in operating income over the comparable periods primarily consists of:

Previous wording

a $1.1 million decrease in depreciation and amortization; offset by

Current wording

a $1.8 million decrease in depreciation and amortization; offset by

Previous wording

an aggregate $30.4 million increase in valuation gains on interest rate derivatives, and increases in net settlements received from interest rate derivative counterparties over the comparable periods; offset by

Current wording

an aggregate $11.6 million increase in valuation gains on interest rate derivatives, and increases in net settlements received from interest rate derivative counterparties over the comparable period; offset by

Previous wording

a $3.7 million increase in interest expense, net of interest income; and

Current wording

a $5.3 million increase in interest expense, net of interest income; and

Previous wording

Our PDS segment revenue growth of $22.1 million, or 5.9%, for the three-month period ended March 30, 2024 was attributable to a 4.9% increase in volume and a 1.0% increase in revenue rate. The 4.9% increase in volume was primarily attributable to growth in demand for non-clinical services.

Current wording

Our PDS segment revenue growth of $52.2 million, or 7.0%, for the six-month period ended June 29, 2024 was attributable to a 4.8% increase in volume and a 2.2% increase in revenue rate. The 4.8% increase in volume was primarily attributable to growth in demand for non-clinical services.

Previous wording

The 1.0% increase in PDS revenue rate for the three-month period ended March 30, 2024, as compared to the three-month period ended April 1, 2023, resulted primarily from reimbursement rate increases issued by various state Medicaid programs and Managed Medicaid payers, offset by increases in implicit price concessions.

Current wording

The 2.2% increase in PDS revenue rate for the six-month period ended June 29, 2024, as compared to the six-month period ended July 1, 2023, resulted primarily from reimbursement rate increases issued by various state Medicaid programs and Managed Medicaid payers and increases in value-based payments, offset by increases in implicit price concessions.

Previous wording

Our HHH segment revenue decrease of $1.5 million, or 2.7%, for the three-month period ended March 30, 2024 resulted primarily from a decline in volumes over the comparable period. While home health total admissions declined 13.7% over the comparable period, total segment revenue declined by a lower rate primarily due to improvements in home health episodic mix.

Current wording

Our HHH segment revenue decrease of $2.3 million, or 2.1%, for the six-month period ended June 29, 2024 resulted primarily from a decline in volumes over the comparable period. While home health total admissions declined 9.7% over the comparable period, total segment revenue declined by a lower rate primarily due to improvements in home health episodic mix.

Previous wording

The $3.7 million, or 9.9%, increase in MS segment revenue for the three-month period ended March 30, 2024, as compared to the three-month period ended April 1, 2023, was attributable to volume growth of 8.2% combined with a 1.7% increase in revenue rate over the comparable period.

Current wording

The $7.3 million, or 9.6%, increase in MS segment revenue for the six-month period ended June 29, 2024, as compared to the six-month period ended July 1, 2023, was attributable to volume growth of 9.4% combined with a 0.2% increase in revenue rate over the comparable period.

Previous wording

The 9.7% increase in PDS cost of revenue for the three-month period ended March 30, 2024 resulted from the previously described 4.9% increase in PDS volume combined with a 4.8% increase in PDS cost of revenue rate. The 4.8% increase in cost of revenue rate primarily resulted from higher caregiver labor costs, including the pass-through of state reimbursement rate increases.

Current wording

The 10.6% increase in PDS cost of revenue for the six-month period ended June 29, 2024 resulted from the previously described 4.8% increase in PDS volume combined with a 5.8% increase in PDS cost of revenue rate. The 5.8% increase in cost of revenue rate primarily resulted from higher caregiver labor costs, including the pass-through of state reimbursement rate increases.

Previous wording

The 17.5% decrease in HHH cost of revenue for the three-month period ended March 30, 2024 was driven primarily by a decline in HHH volumes and improvements in HHH caregiver utilization.

Current wording

The 14.6% decrease in HHH cost of revenue for the six-month period ended June 29, 2024 was driven primarily by a decline in HHH volumes and improvements in HHH caregiver utilization.

Previous wording

The 9.9% increase in MS cost of revenue for the three-month period ended March 30, 2024 was driven by the previously described 8.2% growth in MS volumes and a 1.7% increase in cost of revenue rate.

Current wording

The 10.6% increase in MS cost of revenue for the six-month period ended June 29, 2024 was driven by the previously described 9.4% growth in MS volumes and a 1.2% increase in cost of revenue rate.

Previous wording

a 1.6% increase in MS spread rate from $179.41 to $182.01 driven by the 1.7% increase in MS revenue rate, net of the 1.7% increase in MS cost of revenue rate; and

Current wording

a 1.2% decrease in MS spread rate from $188.79 to $186.78 driven by the 0.2% increase in MS revenue rate, net of the 1.2% increase in MS cost of revenue rate; and

Previous wording

a 1.8% decrease in branch and regional administrative expenses as a percentage of revenue in the three-month period ended March 30, 2024, as compared to the three-month period ended April 1, 2023; offset by

Current wording

a 1.8% decrease in branch and regional administrative expenses as a percentage of revenue in the six-month period ended June 29, 2024, as compared to the six-month period ended July 1, 2023; offset by

Previous wording

Other operating expense was $2.3 million for the three-month period ended March 30, 2024, as compared to other operating expense of $0.1 million for the three-month period ended April 1, 2023, an increase of $2.2 million. The $2.2 million increase primarily resulted from an impairment of a certain facility lease asset recorded in the current fiscal quarter.

Current wording

Other operating expense was $2.4 million for the six-month period ended June 29, 2024, as compared to other operating income of $3.2 million for the six-month period ended July 1, 2023, a decrease of $5.6 million. The $5.6 million decrease primarily resulted from an impairment of a certain facility lease asset recorded in the current year six-month period, and a favorable $3.6 million acquisition-related legal settlement recorded in the prior year six-month period.

Previous wording

Other income was $18.2 million forthe three-month period ended March 30, 2024, as compared to other expense of $12.2 million forthe three-month period ended April 1, 2023. We realized a $26.8 million increase in non-cash valuation gains on interest rate derivatives resulting from changes in market expectations of future interest rates as of the comparable quarter-end valuation dates and a $3.0 million improvement in net settlements with interest rate derivative counterparties as interest rates increased compared to the prior year period due to higher market interest rates. Details of other income (expense) included the following:

Current wording

Other income was $24.5 million forthesix-month period ended June 29, 2024, as compared to other income of $13.0 million forthesix-month period ended July 1, 2023. We realized a $6.9 million increase in non-cash valuation gains on interest rate derivatives resulting from changes in market expectations of future interest rates as of the comparable valuation dates and a $4.7 million improvement in net settlements with interest rate derivative counterparties as interest rates increased compared to the prior year period due to higher market interest rates. Details of other income included the following:

Previous wording

We incurred income tax expense of $12.7 million for the three-month period ended March 30, 2024, as compared to income tax expense of $1.6 million for the three-month period ended April 1, 2023. This increase in tax expense was primarily driven by the changes to federal and state current tax expense and the changes in federal and state valuation allowances.

Current wording

We incurred income tax expense of $2.7 million for the six-month period ended June 29, 2024, as compared to income tax expense of $0.8 million for the six-month period ended July 1, 2023. This increase in tax expense was primarily driven by the changes to federal and state current tax expense and the changes in federal and state valuation allowances.

Previous wording

EBITDA and Adjusted EBITDA are non-GAAP financial measures and are not intended to replace financial performance measures determined in accordance with U.S. GAAP, such as net loss. Rather, we present EBITDA and Adjusted EBITDA as supplemental measures of our performance. We define EBITDA as net loss before interest expense, net; income tax expense; and depreciation and amortization. We define Adjusted EBITDA as EBITDA, adjusted for the impact of certain other items that are either non-recurring, infrequent, non-cash, unusual, or items deemed by management to not be indicative of the performance of our core operations, including impairments of goodwill, intangible assets, and other long-lived assets; non-cash, share-based compensation; loss on extinguishment of debt; fees related to debt modifications; the effect of interest rate derivatives; acquisition-related and integration costs; legal costs and settlements associated with acquisition matters; restructuring costs; other legal matters; other system transition costs, professional fees; and other costs including gains and losses on acquisitions and dispositions of certain businesses. As non-GAAP financial measures, our computations of EBITDA and Adjusted EBITDA may vary from similarly termed non-GAAP financial measures used by other companies, making comparisons with other companies on the basis of this measure impracticable.

Current wording

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

Previous wording

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

Current wording

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

Previous wording

Represents (i) costs associated with our Integration Management Office, which focuses on our integration efforts and transformational projects such as systems conversions and implementations, material cost reduction and restructuring projects, among other things, of $0.3 million and $0.4 million for the three-month periods ended March 30, 2024 and April 1, 2023, respectively; and (ii) transitionary costs incurred to integrate acquired companies into our field and corporate operations of $0.0 million and $0.7 million for the three-month periods ended March 30, 2024 and April 1, 2023, respectively. Transitionary costs incurred to integrate acquired companies include IT consulting costs and related integration support costs; salary, severance and retention costs associated with duplicative acquired company personnel until such personnel are exited from the Company; accounting, legal and consulting costs; expenses and impairments related to the closure and consolidation of overlapping markets of acquired companies, including lease termination and relocation costs; costs associated with terminating legacy acquired company contracts and systems; and one-time costs associated with rebranding our acquired companies and locations to the Aveanna brand.

Current wording

Represents (i) costs associated with our Integration Management Office, which focuses on our integration efforts and transformational projects such as systems conversions and implementations, material cost reduction and restructuring projects, among other things, of $0.3 million and $0.6 million for the three and six-month periods ended June 29, 2024, respectively, and $0.4 million and $0.8 million for the three and six-month periods ended July 1, 2023, respectively; and (ii) transitionary costs incurred to integrate acquired companies into our field and corporate operations of $0.1 million for both the three and six-month periods ended June 29, 2024, respectively, and $(0.3) million and $0.4 million for the three and six-month periods ended July 1, 2023, respectively. Transitionary costs incurred to integrate acquired companies include IT consulting costs and related integration support costs; salary, severance and retention costs associated with duplicative acquired company personnel until such personnel are exited from the Company; accounting, legal and consulting costs; expenses and impairments related to the closure and consolidation of overlapping markets of acquired companies, including lease termination and relocation costs; costs associated with terminating legacy acquired company contracts and systems; and one-time costs associated with rebranding our acquired companies and locations to the Aveanna brand.

Previous wording

Represents legal and forensic costs, as well as settlements associated with resolving legal matters arising during or as a result of our acquisition-related activities. This primarily includes costs of $0.4 million and $0.1 million for the three-month periods ended March 30, 2024 and April 1, 2023, respectively, to comply with the U.S. Department of Justice, Antitrust Division’s grand jury subpoena related to nurse wages and hiring activities in certain of our markets, in connection with a terminated transaction.

Current wording

Represents legal and forensic costs, as well as settlements associated with resolving legal matters arising during or as a result of our acquisition-related activities. This primarily includes (i) costs of $0.2 million and $0.6 million for the three and six-month periods ended June 29, 2024, respectively, and $0.2 million and $0.3 million for the three and six-month periods ended July 1, 2023, respectively, to comply with the U.S. Department of Justice, Antitrust Division’s grand jury subpoena related to nurse wages and hiring activities in certain of our markets, in connection with a terminated transaction, and (ii) release of reserve of $3.6 million for both the three and six-month periods ended July 1, 2023, related to the settlement

Previous wording

Represents (i) costs associated with the implementation of, and transition to, new electronic medical record systems, billing and collection systems, duplicative system costs while such transformational projects are in-process, and other system transition costs of $0.7 million for the three-month period ended April 1, 2023, there were no such costs incurred in the three-month period ended March 30, 2024; (ii) professional fees associated with preparation for Sarbanes-Oxley compliance of $0.5 million for the three-month period ended April 1, 2023, there were no such expenses recorded during the three-month-period ended March 30, 2024; (iii) other costs or (income) that are either non-cash or non-core to the Company’s ongoing operations of $(0.8) million and $(0.3) million for the three-month periods ended March 30, 2024 and April 1, 2023, respectively.

Current wording

Represents: (i) costs associated with the implementation of, and transition to, new electronic medical record systems, billing and collection systems, duplicative system costs while such transformational projects are in-process, and other system transition costs of $0.7 million for the six-month period ended July 1, 2023, no such cost was recorded in other presented periods; and (ii) other costs or (income) that are either non-cash or non-core to the Company’s ongoing operations of $0.1 million and $(0.7)

Previous wording

At March 30, 2024 we had $42.6 million in cash on hand, $10.0 million available to us under our Securitization Facility and approximately $168.2 million of borrowing capacity under the Revolving Credit Facility. Available borrowing capacity under the Revolving Credit Facility is subject to a maintenance leverage covenant that becomes effective if more than 30% of the total commitment is utilized, subject to a $15.0 million carve-out for letters of credit. We believe that our operating cash flows, available cash on hand, and availability under our Securitization Facility and Revolving Credit Facility will be sufficient to meet our cash requirements for at least the next twelve months. Our future capital requirements will depend on many factors that are difficult to predict, including the size, timing and structure of any future acquisitions, future capital investments and future results of operations. We cannot assure you that cash provided by operating activities or cash and cash equivalents on hand will be sufficient to meet our future needs. If we are unable to generate sufficient cash flows from operations in the future, we may have to obtain additional financing. If we obtain additional capital by issuing equity, the interests of our existing stockholders will be diluted. If we incur additional indebtedness, that indebtedness may contain significant financial and other covenants that may significantly restrict our operations. We cannot assure you that we could obtain refinancing or additional financing on favorable terms or at all.

Current wording

At June 29, 2024 we had $47.7 million in cash on hand, $53.0 million available to us under our Securitization Facility and approximately $168.2 million of borrowing capacity under the Revolving Credit Facility. Available borrowing capacity under the Revolving Credit Facility is subject to a maintenance leverage covenant that becomes effective if more than 30% of the total commitment is utilized, subject to a $15.0 million carve-out for letters of credit. We believe that our operating cash flows, available cash on hand, and availability under our Securitization Facility and Revolving Credit Facility will be sufficient to meet our cash requirements for at least the next twelve months. Our future capital requirements will depend on many factors that are difficult to predict, including the size, timing and structure of any future acquisitions, future capital investments and future results of operations. We cannot assure you that cash provided by operating activities or cash and cash equivalents on hand will be sufficient to meet our future needs. If we are unable to generate sufficient cash flows from operations in the future, we may have to obtain additional financing. If we obtain additional capital by issuing equity, the interests of our existing stockholders will be diluted. If we incur additional indebtedness, that indebtedness may contain significant financial and other covenants that may significantly restrict our operations. We cannot assure you that we could obtain refinancing or additional financing on favorable terms or at all.

Previous wording

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

Current wording

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

Previous wording

The primary sources or uses of our operating cash flow are operating income or operating losses, as well as any other significant non-cash items such as depreciation, amortization and share-based compensation, and cash paid for interest. The timing of collections of accounts receivable and the payment of accounts payable, other accrued liabilities and accrued payroll can also impact and cause fluctuations in our operating cash flow. Cash used by operating activities increased by $19.5 million for the three-month period ended March 30, 2024 compared to the three-month period ended April 1, 2023, primarily due to:

Current wording

The primary sources or uses of our operating cash flow are operating income or operating losses, as well as any other significant non-cash items such as depreciation, amortization and share-based compensation, and cash paid for interest. The timing of collections of accounts receivable and the payment of accounts payable, other accrued liabilities and accrued payroll can also impact and cause fluctuations in our operating cash flow. Cash used by operating activities increased by $7.1 million for the six-month period ended June 29, 2024 compared to the six-month period ended July 1, 2023, primarily due to:

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Current report — wording carried from elsewhere

The following table summarizes the revenues generated by each of our segments for the six-month periods ended June 29, 2024 and July 1, 2023, respectively:

Current report — wording carried from elsewhere

a $0.7 million decrease in depreciation and amortization.

Current report — wording carried from elsewhere

an aggregate $18.8 million decrease in valuation gains on interest rate derivatives and net settlements received from interest rate derivative counterparties over the comparable quarter; and

Current report — wording carried from elsewhere

Our PDS segment revenue growth of $30.2 million, or 8.0%, for thethree-month period ended June 29, 2024 was attributable to a 4.8% increase in volume and a 3.2% increase in revenue rate. The 4.8% increase in volume was primarily attributable to growth in demand for non-clinical services.

Current report — wording carried from elsewhere

The 3.2% increase in PDS revenue rate for thethree-month period ended June 29, 2024, as compared to thethree-month period ended July 1, 2023, resulted primarily from reimbursement rate increases issued by various state Medicaid programs and Managed Medicaid payers and increases in value-based payments, offset by increases in implicit price concessions.

Current report — wording carried from elsewhere

Our HHH segment revenue decrease of $0.8 million, or 1.4%, for thethree-month period ended June 29, 2024, as compared to thethree-month period ended July 1, 2023, resulted primarily from a decline in volumes over the comparable period. While home health total admissions declined 5.1% as compared to the 2023 period, total segment revenue for the three-month period ended June 29, 2024 declined by a lower rate primarily due to improvements in home health episodic mix.

Current report — wording carried from elsewhere

The 11.5% decrease in HHH cost of revenue for thethree-month period ended June 29, 2024 was driven primarily by a decline in HHH volumes and improvements in HHH caregiver utilization.

Current report — wording carried from elsewhere

a 1.8% decrease in branch and regional administrative expenses as a percentage of revenue for the three-month period ended June 29, 2024, as compared to the three-month period ended July 1, 2023.

Current report — wording carried from elsewhere

Other income was $6.4 million forthe three-month period ended June 29, 2024, as compared to other income of $25.2 million forthe three-month period ended July 1, 2023, a decrease of $18.8 million. We realized a $19.9 million decrease in non-cash valuation gains on interest rate derivatives resulting from changes in market expectations of future interest rates as of the comparable quarter-end valuation dates, offset by a $1.7 million improvement in net settlements with interest rate derivative counterparties as interest rates increased compared to the prior year quarter due to higher market interest rates. Details of other income included the following:

Current report — wording carried from elsewhere

We incurred income tax benefit of $9.9 million for thethree-month period ended June 29, 2024, as compared to income tax benefit of $0.8 million for thethree-month period ended July 1, 2023. This increase in tax benefit was primarily driven by the changes in federal and state valuation allowances, and changes to federal and state current tax expense.

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

Represents the change in margin percentage year over year.

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

Represents Medicare revenue per completed episode.

Current report — wording carried from elsewhere

The following discussion of our results of operations should be read in conjunction with the foregoing tables summarizing our consolidated results of operations and key performance measures, as well as our audited consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended December 30, 2023.

Current report — wording carried from elsewhere

Operating income for the six-month period of 2024 was positively impacted by an increase of $11.5 million, or 9.8%, in Field contribution as compared to the six-month period of 2023. The $11.5 million increase in Field contribution resulted from a $57.3 million, or 6.1%, increase in consolidated revenue and a 0.5% increase in our Field contribution margin to 12.9% for the six-month period of 2024 from 12.4% for the six-month period of 2023. The primary driver of our higher Field contribution margin year over year was a 1.8% decrease in branch and regional administrative expenses as a percentage of revenue to 17.7% for the six-month period of 2024 from 19.5% for the six-month period of 2023.

Current report — wording carried from elsewhere

Cost of Revenue, Excluding Depreciation and Amortization

Current report — wording carried from elsewhere

Gross Margin and Gross Margin Percentage

Current report — wording carried from elsewhere

Gross margin was $304.1 million, or 30.5% of revenue, for the six-month period ended June 29, 2024, as compared to $299.7 million, or 31.9% of revenue, for the six-month period ended July 1, 2023. Gross margin increased $4.4 million, or 1.5%, from the comparable prior year quarter. The 1.4% decrease in gross margin percentage for the six-month period ended June 29, 2024 resulted from the combined changes in our revenue rates and cost of revenue rates in each of our segments, which we refer to as the change in our spread rate, as follows:

Current report — wording carried from elsewhere

our HHH segment, in which gross margin percentage increased by 6.8%.

Current report — wording carried from elsewhere

The 3.9% decrease in branch and regional administrative expenses for the six-month period ended June 29, 2024, as compared to the six-month period ended July 1, 2023, was primarily due to the positive effects of restructuring portions of our branch and regional operating structure, which resulted in the overall 1.8% decrease in branch and regional administrative expenses as a percentage of revenue for the six-month period ended June 29, 2024, as compared to the six-month period ended July 1, 2023.

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

Corporate expenses as a percentage of revenue for the six-month periods ended June 29, 2024 and July 1, 2023 were as follows:

Current report — wording carried from elsewhere

Interest Expense, net of Interest Income

Current report — wording carried from elsewhere

Interest expense, net of interest income was $79.1 million for the six-month period ended June 29, 2024, as compared to $73.8 million for the six-month period ended July 1, 2023, an increase of $5.3 million, or 7.2%. The increase was primarily driven by higher interest rates due to continued increases in the U.S. federal funds rate and higher borrowing under our Securitization Facility. See further analysis under Liquidity and Capital Resources below.
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Previous report — wording carried elsewhere

Field Contribution and Field Contribution Margin

Previous report — wording carried elsewhere

Field Contribution and Field Contribution Margin