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8-K - FORM 8-K - AAC Holdings, Inc.aac-8k_20170227.htm

Exhibit 99.1

Investor Contact:

Tripp Sullivan

Media Contact:

Joy Sutton

 

SCR Partners

 

(615) 587-7728

 

(615) 760-1104

 

Mediarequest@contactAAC.com

 

IR@contactAAC.com

 

 

 

AAC Holdings, Inc. Reports Fourth Quarter and Full Year 2016 Results

 

BRENTWOOD, Tenn. – (February 27, 2017) AAC Holdings, Inc. (NYSE: AAC) announced its results for the fourth quarter and year ended December 31, 2016. All comparisons included in this release are to the comparable prior year period unless otherwise noted.

 

Fourth Quarter and Full Year 2016 Operational and Financial Highlights:

 

Total residential bed count increased 27% to 1,140 for the quarter and sober living totaled 202

 

Effective residential bed count increased 36% to 1,067 for the quarter

 

Client admissions increased 25% to 3,078 for the quarter and increased 53% to 11,849 for the year

 

Average daily residential census increased 25% to 835 for the quarter and increased 46% to 818 for the year; average sober living census was 128 for the quarter

 

Outpatient visits increased 265% to 15,817 for the quarter and increased 282% to 49,173 for the year

 

Revenues increased 24% to $72.4 million for the quarter and increased 32% to $279.8 million for the year

 

Net income to common stockholders was $0.5 million for the quarter, or $0.02 per diluted common share, and net loss to common stockholders was ($0.6) million for the year, or ($0.03) per diluted common share

 

Adjusted EBITDA increased 18% to $11.1 million for the quarter and increased 8% to $47.7 million for the year (see non-GAAP reconciliation herein)

 

Adjusted earnings per diluted common share was $0.15 for the quarter and $0.71 for the year (see non-GAAP reconciliation herein)

Amendment of Senior Secured Credit Agreement

 

On February 27, 2017, the Company amended the terms of its senior secured credit facility to, among other items, extend the previously scheduled step down in its total leverage covenant from 4.25x to 4.0x from March 31, 2017 to December 31, 2017, and to provide for additional Adjusted EBITDA add backs under its covenant calculation to account for its February 2017 reduction in workforce

De Novo and Acquisition Highlights:

 

In February 2017, received Joint Commission (JCAHO) accreditation for Laguna Treatment Hospital

 

In December 2016, leased one floor from New Orleans East Hospital to operate 36 in-network beds that will provide detoxification and residential treatment services. The beds are expected to be operational in the first half of 2017, subject to receiving licensure, and will be operated by Townsend’s clinical staff

 

Placed into operation 28 sober living beds in Las Vegas and 34 sober living beds in Arlington in the fourth quarter of 2016 and as of December 31, 2016, operated 114 sober living beds in Las Vegas, 64 sober living beds in Arlington and 24 sober living beds in Oxford

 

 


 

 

“2016 was a year of significant growth as we grew from 897 to 1,140 residential beds, and we expanded into the sober living space with the addition of over 150 beds to facilitate our outpatient business,” noted Michael Cartwright, Chairman and Chief Executive Officer of AAC Holdings, Inc. “The combination of organic and acquisition growth enabled us to increase our admissions by over 50%, while leveraging a significant decrease in our advertising and marketing costs. With the growth in residential and outpatient facility revenue, we were able to reduce the percentage of total revenue from our point-of-care drug testing and diagnostic laboratory services.  However, despite the improvement in top-line growth, the over $8 million invested in de novo start-up expenses and approximately $8 million of expense incurred on the California legal matter contributed to a slight net loss to stockholders for the year.”

"Looking ahead to 2017, we remain focused on delivering exceptional clinical quality, driving revenue and reducing our operating costs.  We expect to increase our business development team by over 50% to drive utilization of our beds which will in turn drive better margins at our facilities.  We expect a significant decrease of de novo start-up expenses in 2017.  Our Laguna Treatment Hospital should generate significant margin contribution in 2017 now that we have received JCAHO accreditation, and Townsend and Solutions should substantially increase their contribution from last year.  We also expect the standalone lab business, including third-party lab, to deliver similar financial results as we experienced in 2016 while continuing to decrease as a percentage of our total revenue.  In terms of reducing our operating costs, we completed a 5% reduction of our workforce across the company on February 3rd that we expect will result in total savings of over $8 million in 2017.”

"Looking beyond 2017, we are committed to continuing to diversify our payor mix as we expect to further expand our in-network beds and explore government pay options at our hospitals and outpatient centers.  Based on our current pipeline, we expect to have over 1,600 residential and sober living beds by the end of 2018, representing an opportunity for us to grow our business by over 50% in the next three to five years.”

 

Fourth Quarter 2016 compared with Fourth Quarter 2015

Revenues in the fourth quarter of 2016 increased to $72.4 million compared with $58.3 million for the same period in the prior year. Revenues were positively impacted by acquisitions and de novo projects, as well as an increase in average daily residential census and outpatient visits at our 18 standalone outpatient centers. As expected, our average daily residential revenue declined 5% to $802 for the fourth quarter of 2016 from $840 for the same period in 2015. The year-over-year decline in the average daily residential revenue was significantly impacted by a greater percentage of client related revenues being derived from in-network beds in 2016 as compared with the same period in the prior year combined with a decrease in point-of-care drug testing and diagnostic laboratory services as a percentage of client related revenue.  Point-of-care and diagnostic laboratory services as a percentage of client related revenue were 20% for the quarter, flat when compared to the prior year, and decreased from 28% in the prior year to 24% for the 2016 year.

Operating expenses increased to $73.6 million in the fourth quarter of 2016 from $60.4 million in the prior year period primarily related to the growth in our residential average daily census and outpatient visits combined with an increase in salaries, wages and benefits. Salaries, wages and benefits, as a percentage of total revenues, were 50% in the fourth quarter of 2016, flat when compared with the prior year.

Net income to stockholders was $0.5 million, or $0.02 per diluted common share, in the fourth quarter of 2016 compared with net income of $0.4 million, or $0.02 per diluted common share, in the prior year period. Adjusted EBITDA increased to $11.1 million compared with $9.4 million for the same period in the prior year. Adjusted net income available to stockholders decreased to $3.4 million, or $0.15 per diluted common share, compared with $3.8 million, or $0.17 per diluted common share, for the same period in the prior year. Adjusted net income available to stockholders, adjusted diluted earnings per share and Adjusted EBITDA are non-GAAP financial measures. Tables reconciling these non-GAAP measures to the most directly comparable GAAP measures, net income available to stockholders, diluted earnings per common share and net income, respectively, are included in this release.

De Novo Activity and Bed Expansion Pipeline

By the end of the fourth quarter of 2016, Laguna Treatment Hospital was treating an average of 37 clients out of 50 staffed beds. The facility received Joint Commission (JCAHO) accreditation on February 14, 2017 and is licensed for 93 beds.

At the 100-bed Oxford Treatment Center in Mississippi, an additional 24 detoxification and 48 sober living beds are currently anticipated to be completed by the end of the second quarter of 2017.

 


 

The Company currently anticipates having 124 sober living beds at Resolutions Arlington opened by the end of the second quarter of 2017.

The Company continued development of a 150-bed residential treatment center in Ringwood, New Jersey which is expected to open in 2018.

Balance Sheet and Cash Flows

As of December 31, 2016, AAC Holdings’ balance sheet reflected cash and cash equivalents of $4.0 million, net property and equipment of $141.3 million and total debt of $189.1 million. Capital expenditures in the fourth quarter of 2016 totaled $7.3 million. Cash flows used in operations totaled $1.2 million for the fourth quarter of 2016 compared with cash flows provided by operations of $0.4 million in the prior year period. Cash expenditures related to the California matter totaled $2.5 million and $1.8 million for the fourth quarters of 2016 and 2015, respectively.  Exclusive of the cash expenditures related to the California matter, we would have generated positive cash flows from operations of $1.3 million for the fourth quarter of 2016.  Days sales outstanding (“DSO”) was 111 for the fourth quarter of 2016 compared with 96 for the prior year period. Our DSO’s continue to be impacted by increased documentation requests by commercial payors prior to payment and slower collections related to laboratory services. Provision for doubtful accounts was 8.7% of total revenues for the fourth quarter of 2016 compared with 8.9% of total revenues for the prior year period.

2017 Outlook

AAC introduced its guidance for the full year 2017.  Revenues are expected to be in the range of $295 million to $305 million.   This estimate is based on average daily residential census of 890 to 900 and an average daily residential revenue of $725 to $750.

Adjusted EBITDA is expected to be in the range of $52 million to $54 million and adjusted earnings per diluted common share is expected to be in the range of $0.50 to $0.58. Assumptions also include an annual effective tax rate of 37% to 39% and diluted weighted-average common shares outstanding of approximately 23 million for the year.

This outlook does not include the impact of any future acquisitions, transaction-related costs, litigation settlement and expenses related to legal defenses.

With respect to our “2017 Outlook” above, reconciliation of adjusted EBITDA and adjusted earnings per diluted common share guidance to the closest corresponding GAAP measure on a forward-looking basis is not available without unreasonable efforts. This inability results from the inherent difficulty in forecasting generally and quantifying certain projected amounts that are necessary for such reconciliations. In particular, sufficient information is not available to calculate certain adjustments required for such reconciliations, including de novo start-up and other expense and acquisition-related expenses. We expect these adjustments may have a potentially significant impact on our future GAAP financial results.

Earnings Conference Call

The Company will host a conference call and live audio webcast, both open for the general public to hear, on February 28, 2017, at 8:00 a.m. CT. The number to call for this interactive teleconference is (412) 542-4144. A replay of the conference call will be available through March 7, 2017, by dialing (412) 317-0088 and entering the replay access code: 10100560.

The live audio webcast of the Company’s quarterly conference call will be available online at ir.americanaddictioncenters.org. The online replay will be available on the website one hour after the call.

About American Addiction Centers

American Addiction Centers is a leading provider of inpatient and outpatient substance abuse treatment services. We treat clients who are struggling with drug addiction, alcohol addiction, and co-occurring mental/behavioral health issues. We currently operate substance abuse treatment facilities located throughout the United States. These facilities are focused on delivering effective clinical care and treatment solutions. For more information, please find us at AmericanAddictionCenters.org or follow us on Twitter.

 

 


 

Forward Looking Statements

This release contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are made only as of the date of this release. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “may,” “potential,” “predicts,” “projects,” “should,” “will,” “would,” and similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these words. Forward-looking statements may include information concerning AAC Holdings, Inc.’s (collectively with its subsidiaries; “Holdings” or the “Company”) possible or assumed future results of operations, including descriptions of Holdings’ revenues, profitability, outlook and overall business strategy. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results and performance to be materially different from the information contained in the forward-looking statements. These risks, uncertainties and other factors include, without limitation: (i) our inability to operate our facilities; (ii) our reliance on our sales and marketing program to continuously attract and enroll clients; (iii) a reduction in reimbursement rates by certain third-party payors for inpatient and outpatient services and point of care and definitive lab testing; (iv) our failure to successfully achieve growth through acquisitions and de novo expansions; (v) uncertainties regarding the timing of the closing of acquisitions; (vi) the possibility that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of an acquisition; (vii) our failure to achieve anticipated financial results from prior acquisitions; (viii) a disruption in our ability to perform definitive drug testing services; (ix) maintaining compliance with applicable regulatory authorities, licensure and permits to operate our facilities and lab; (x) a disruption in our business and reputation and potential economic consequences with the civil securities claims brought by shareholders; (xi) our inability to agree on conversion and other terms for the balance of convertible debt; (xii) our inability to meet our covenants in the loan documents; (xiii) our inability to obtain senior lender consent to exceed the current $50 million limit in unsecured subordinated debt; (xiv) our inability to integrate newly acquired facilities; and (xv) general economic conditions, as well as other risks discussed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K, and other filings with the Securities and Exchange Commission. As a result of these factors, we cannot assure you that the forward-looking statements in this release will prove to be accurate. Investors should not place undue reliance upon forward looking statements.

 

 


AAC HOLDINGS, INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

Unaudited

 

(Dollars in thousands, except per share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

Twelve Months Ended

 

 

December 31, 2016

 

 

December 31, 2015

 

 

December 31, 2016

 

 

December 31, 2015

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Client related revenue

$

71,146

 

 

$

55,450

 

 

$

270,569

 

 

$

205,752

 

Other revenue

 

1,206

 

 

 

2,832

 

 

 

9,201

 

 

 

6,509

 

Total revenue

 

72,352

 

 

 

58,282

 

 

 

279,770

 

 

 

212,261

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries, wages and benefits

 

36,432

 

 

 

29,522

 

 

 

141,073

 

 

 

91,406

 

Client related services

 

6,987

 

 

 

4,923

 

 

 

24,446

 

 

 

15,754

 

Provision for doubtful accounts

 

6,265

 

 

 

5,188

 

 

 

21,485

 

 

 

18,113

 

Advertising and marketing

 

4,682

 

 

 

5,294

 

 

 

18,275

 

 

 

20,821

 

Professional fees

 

3,014

 

 

 

3,603

 

 

 

16,468

 

 

 

10,316

 

Other operating expenses

 

9,009

 

 

 

6,664

 

 

 

29,627

 

 

 

22,708

 

Rentals and leases

 

1,831

 

 

 

1,856

 

 

 

7,363

 

 

 

5,298

 

Litigation settlement

 

202

 

 

 

 

 

 

1,292

 

 

 

2,379

 

Depreciation and amortization

 

4,917

 

 

 

2,900

 

 

 

17,686

 

 

 

7,837

 

Acquisition-related expenses

 

263

 

 

 

484

 

 

 

2,691

 

 

 

3,401

 

Total operating expenses

 

73,602

 

 

 

60,434

 

 

 

280,406

 

 

 

198,033

 

(Loss) income from operations

 

(1,250

)

 

 

(2,152

)

 

 

(636

)

 

 

14,228

 

Interest expense

 

2,325

 

 

 

1,181

 

 

 

8,175

 

 

 

3,607

 

Gain on contingent consideration

 

(1,350

)

 

 

 

 

 

(1,350

)

 

 

 

Bargain purchase gain

 

 

 

 

(1,775

)

 

 

 

 

 

(1,775

)

Other income, net

 

(587

)

 

 

(697

)

 

 

(500

)

 

 

(725

)

(Loss) income before income tax expense

 

(1,638

)

 

 

(861

)

 

 

(6,961

)

 

 

13,121

 

Income tax (benefit) expense

 

(335

)

 

 

(223

)

 

 

(1,220

)

 

 

4,780

 

Net (loss) income

 

(1,303

)

 

 

(638

)

 

 

(5,741

)

 

 

8,341

 

Less: net loss attributable to noncontrolling interest

 

1,781

 

 

 

1,086

 

 

 

5,152

 

 

 

2,833

 

Net income (loss) attributable to AAC Holdings, Inc. stockholders

 

478

 

 

 

448

 

 

 

(589

)

 

 

11,174

 

BHR Series A Preferred Unit dividend

 

 

 

 

 

 

 

 

 

 

(147

)

Redemption of BHR Series A Preferred Units

 

 

 

 

 

 

 

 

 

 

(534

)

Net income (loss) available to AAC Holdings, Inc. common

      stockholders

$

478

 

 

$

448

 

 

$

(589

)

 

$

10,493

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per common share

$

0.02

 

 

$

0.02

 

 

$

(0.03

)

 

$

0.49

 

Diluted earnings per common share

$

0.02

 

 

$

0.02

 

 

$

(0.03

)

 

$

0.48

 

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

23,048,474

 

 

 

22,002,587

 

 

 

22,718,117

 

 

 

21,605,037

 

Diluted

 

23,061,065

 

 

 

22,047,801

 

 

 

22,718,117

 

 

 

21,661,259

 

 


AAC HOLDINGS, INC.

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

Unaudited

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

December 31,

 

 

 

2016

 

 

2015

 

Assets

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

3,964

 

 

$

18,750

 

Accounts receivable, net of allowances

 

 

87,334

 

 

 

60,934

 

Prepaid expenses and other current assets

 

 

5,181

 

 

 

6,840

 

Total current assets

 

 

96,479

 

 

 

86,524

 

Property and equipment, net

 

 

141,307

 

 

 

109,724

 

Goodwill

 

 

134,396

 

 

 

108,722

 

Intangible assets, net

 

 

10,356

 

 

 

9,470

 

Deferred tax assets

 

 

598

 

 

 

 

Other assets

 

 

748

 

 

 

1,609

 

Total assets

 

$

383,884

 

 

$

316,049

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

$

9,155

 

 

$

7,878

 

Accrued liabilities

 

 

26,742

 

 

 

21,653

 

Current portion of long-term debt

 

 

9,445

 

 

 

3,611

 

Current portion of long-term debt – related party

 

 

 

 

 

1,195

 

Total current liabilities

 

 

45,342

 

 

 

34,337

 

Deferred tax liabilities

 

 

 

 

 

1,195

 

Long-term debt, net of current portion

 

 

179,661

 

 

 

140,335

 

Other long-term liabilities

 

 

4,093

 

 

 

3,694

 

Total liabilities

 

 

229,096

 

 

 

179,561

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity

 

 

165,106

 

 

 

141,654

 

Noncontrolling interest

 

 

(10,318

)

 

 

(5,166

)

Total stockholders’ equity including noncontrolling interest

 

 

154,788

 

 

 

136,488

 

Total liabilities and stockholders’ equity

 

$

383,884

 

 

$

316,049

 

 

 


 

AAC HOLDINGS, INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

Unaudited

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

Twelve Months Ended

 

 

 

December 31, 2016

 

 

December 31, 2015

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(5,741

)

 

$

8,341

 

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Provision for doubtful accounts

 

 

21,485

 

 

 

18,113

 

Depreciation and amortization

 

 

17,686

 

 

 

7,837

 

Equity compensation

 

 

8,823

 

 

 

5,757

 

Loss on disposal of property and equipment

 

 

163

 

 

 

365

 

Gain on contingent consideration

 

 

(1,350

)

 

 

 

Bargain purchase gain

 

 

 

 

 

(1,775

)

Amortization of debt issuance costs

 

 

633

 

 

 

261

 

Deferred income taxes

 

 

(1,793

)

 

 

962

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(45,838

)

 

 

(46,097

)

Prepaid expenses and other assets

 

 

2,510

 

 

 

(1,924

)

Accounts payable

 

 

824

 

 

 

5,061

 

Accrued liabilities

 

 

3,135

 

 

 

9,463

 

Other long term liabilities

 

 

(394

)

 

 

(171

)

Net cash provided by operating activities

 

 

143

 

 

 

6,193

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Purchase of property and equipment

 

 

(37,304

)

 

 

(51,525

)

Acquisition of subsidiaries, net of cash acquired

 

 

(19,150

)

 

 

(90,187

)

Escrow funds held on acquisition

 

 

 

 

 

(1,100

)

Purchase of intangible assets

 

 

 

 

 

(540

)

Purchase of other assets, net

 

 

 

 

 

(50

)

Net cash used in investing activities

 

 

(56,454

)

 

 

(143,402

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Proceeds from revolving line of credit, net

 

 

22,000

 

 

 

47,000

 

Proceeds from long-term debt, net

 

 

27,500

 

 

 

100,218

 

Payments on long-term debt and capital leases

 

 

(6,210

)

 

 

(27,572

)

Repayment of long-term debt — related party

 

 

(1,195

)

 

 

(542

)

Repayment of subordinated notes payable

 

 

 

 

 

(945

)

Payment of debt issuance costs

 

 

(570

)

 

 

(2,211

)

Redemption of BHR Series A Preferred Units

 

 

 

 

 

(8,529

)

Net cash provided by financing activities

 

 

41,525

 

 

 

107,419

 

Net change in cash and cash equivalents

 

 

(14,786

)

 

 

(29,790

)

Cash and cash equivalents, beginning of period

 

 

18,750

 

 

 

48,540

 

Cash and cash equivalents, end of period

 

$

3,964

 

 

$

18,750

 

 


AAC HOLDINGS, INC.

 

OPERATING METRICS

 

Unaudited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

Twelve Months Ended

 

 

 

December 31, 2016

 

 

December 31, 2015

 

 

December 31, 2016

 

 

December 31, 2015

 

Operating Metrics:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average daily residential census1

 

 

835

 

 

 

670

 

 

 

818

 

 

 

562

 

Outpatient visits2

 

 

15,817

 

 

 

4,328

 

 

 

49,173

 

 

 

12,879

 

Average daily residential revenue3

 

$

802

 

 

$

840

 

 

$

800

 

 

$

940

 

Average net daily residential revenue4

 

$

734

 

 

$

759

 

 

$

735

 

 

$

854

 

New admissions5

 

 

3,078

 

 

 

2,462

 

 

 

11,849

 

 

 

7,763

 

Bed count at end of period6

 

 

1,140

 

 

 

897

 

 

 

1,140

 

 

 

897

 

Effective bed count at end of period7

 

 

1,067

 

 

 

785

 

 

 

1,067

 

 

 

785

 

Average effective bed utilization 8

 

 

79

%

 

 

84

%

 

 

82

%

 

 

88

%

Days sales outstanding (DSO)9

 

 

111

 

 

 

96

 

 

 

114

 

 

 

105

 

 

1  Includes client census at all of our owned and leased residential facilities.

2  Represents the total number of outpatient visits at our stand-alone outpatient centers during the period.

3  Average daily residential revenue is calculated as total revenues from all of our owned and leased residential facilities during the period divided by the product of the number of days in the period multiplied by average daily residential census.

4  Average net daily residential revenue is calculated as total revenues from all of our owned and leased residential facilities less provision for doubtful accounts during the period, divided by the product of the number of days in the period multiplied by average daily residential census.

5  Includes total client admissions at our owned and leased residential facilities for the period presented.

6  Bed count at end of period includes all beds at owned and leased inpatient facilities.

7  Effective bed count at end of period represents beds for which our facilities are staffed based on planned census.  

8 Average effective bed utilization represents average daily residential census divided by the average effective beds    during the quarter.

9  Revenues per day is calculated by dividing the revenues for the period by the number of days in the period. Days sales outstanding is then calculated as accounts receivable, net of allowance for doubtful accounts, at the end of the period divided by revenues per day.

 

 

 


 

AAC HOLDINGS, INC.

 

SUPPLEMENTAL RECONCILIATION OF NON-GAAP DISCLOSURES

 

Unaudited

 

(Dollars in thousands, except per share amounts)

 

Reconciliation of Adjusted EBITDA to Net (Loss) Income

 

 

 

Three Months Ended

 

 

Twelve Months Ended

 

 

December 31, 2016

 

 

December 31, 2015

 

 

December 31, 2016

 

 

December 31, 2015

 

Net (loss) income

$

(1,303

)

 

$

(638

)

 

$

(5,741

)

 

$

8,341

 

Non-GAAP Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

2,325

 

 

 

1,181

 

 

 

8,175

 

 

 

3,607

 

Depreciation and amortization

 

4,917

 

 

 

2,900

 

 

 

17,686

 

 

 

7,837

 

Income tax (benefit) expense

 

(335

)

 

 

(223

)

 

 

(1,220

)

 

 

4,780

 

Stock-based compensation and related tax reimbursements

 

1,984

 

 

 

1,613

 

 

 

8,823

 

 

 

5,757

 

Litigation settlement and California matter related expense

 

1,093

 

 

 

1,678

 

 

 

8,690

 

 

 

5,446

 

Acquisition-related expense

 

406

 

 

 

760

 

 

 

3,252

 

 

 

3,801

 

De novo start-up and other expense

 

3,395

 

 

 

2,777

 

 

 

8,663

 

 

 

3,369

 

Facility closure operating losses and expense

 

 

 

 

1,116

 

 

 

771

 

 

 

3,114

 

Gain on contingent consideration

 

(1,350

)

 

 

 

 

 

(1,350

)

 

 

 

Bargain purchase gain

 

 

 

 

(1,775

)

 

 

 

 

 

(1,775

)

Adjusted EBITDA

$

11,132

 

 

$

9,389

 

 

$

47,749

 

 

$

44,277

 

 

 


AAC HOLDINGS, INC.

 

SUPPLEMENTAL RECONCILIATION OF NON-GAAP DISCLOSURES

 

Unaudited

 

(Dollars in thousands)

 

Reconciliation of Client Related Revenue Net of De novo and Facility Closure Operating Losses and Certain Operating Expenses to Client Related Revenue and Certain Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The table below provides supplemental detail on how certain Non-GAAP adjustments impact client related revenue and certain operating expenses.  Management believes these Non-GAAP Disclosures provide investors with additional meaningful financial information that should be considered when assessing our underlying business performance and trends and enhance the investors’ ability to compare period-to-period financial results.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

Twelve Months Ended

 

 

December 31, 2016

 

 

December 31, 2015

 

 

December 31, 2016

 

 

December 31, 2015

 

Client related revenue

$

71,146

 

 

$

55,450

 

 

$

270,569

 

 

$

205,752

 

Non-GAAP Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

De novo start-up expense and other(1)

 

(2,137

)

 

 

(4,782

)

 

 

(6,245

)

 

 

(4,782

)

Facility closure operating losses and expense(2)

 

 

 

 

(440

)

 

 

12

 

 

 

(3,693

)

Client related revenue net of de novo and facility closure operating losses

$

69,009

 

 

$

50,228

 

 

$

264,336

 

 

$

197,277

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries, wages and benefits

 

36,432

 

 

 

29,522

 

 

 

141,073

 

 

 

91,406

 

Non-GAAP Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

(1,984

)

 

 

(1,613

)

 

 

(8,823

)

 

 

(5,757

)

De novo start-up expense and other(1)

 

(2,996

)

 

 

(3,751

)

 

 

(8,831

)

 

 

(4,040

)

Facility closure operating losses and expense(2)

 

 

 

 

(606

)

 

 

(4

)

 

 

(2,415

)

Adjusted salaries, wages, and benefits

$

31,452

 

 

$

23,552

 

 

$

123,415

 

 

$

79,194

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Client related services

$

6,987

 

 

$

4,923

 

 

$

24,446

 

 

$

15,754

 

Non-GAAP Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

De novo start-up expense and other(1)

 

(404

)

 

 

(410

)

 

 

(1,345

)

 

 

(416

)

Facility closure operating losses and expense(2)

 

 

 

 

(283

)

 

 

(3

)

 

 

(1,206

)

Adjusted client related services

$

6,583

 

 

$

4,230

 

 

$

23,098

 

 

$

14,132

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for doubtful accounts

$

6,265

 

 

$

5,188

 

 

$

21,485

 

 

$

18,113

 

Non-GAAP Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

De novo start-up expense and other(1)

 

(98

)

 

 

(36

)

 

 

(120

)

 

 

(36

)

Facility closure operating losses and expense(2)

 

 

 

 

(116

)

 

 

(54

)

 

 

(610

)

Adjusted provision for doubtful accounts

$

6,167

 

 

$

5,036

 

 

$

21,311

 

 

$

17,467

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Advertising and marketing

$

4,682

 

 

$

5,294

 

 

$

18,275

 

 

$

20,821

 

Non-GAAP Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

De novo start-up expense and other(1)

 

(849

)

 

 

(1,509

)

 

 

(2,091

)

 

 

(1,521

)

Facility closure operating losses and expense(2)

 

 

 

 

(200

)

 

 

(1

)

 

 

(1,055

)

Adjusted advertising and marketing

$

3,833

 

 

$

3,585

 

 

$

16,183

 

 

$

18,245

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


AAC HOLDINGS, INC.

SUPPLEMENTAL RECONCILIATION OF NON-GAAP DISCLOSURES

Unaudited

(Dollars in thousands)

Reconciliation of Client Related Revenue Net of De novo and Facility Closure Operating Losses and Certain Operating Expenses to Client Related Revenue and Certain Operating Expenses (continued)

 

 

Three Months Ended

 

 

Twelve Months Ended

 

December 31, 2016

 

 

December 31, 2015

 

 

December 31, 2016

 

 

December 31, 2015

Professional fees

$

3,014

 

 

$

3,603

 

 

$

16,468

 

 

$

10,316

 

Non-GAAP Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Litigation settlement and California matter related expense

 

(891

)

 

 

(1,678

)

 

 

(7,440

)

 

 

(3,067

)

Acquisition-related expense

 

(143

)

 

 

(276

)

 

 

(561

)

 

 

(400

)

De novo start-up expense and other(1)

 

(47

)

 

 

(60

)

 

 

(132

)

 

 

(68

)

Facility closure operating losses and expense(2)

 

 

 

 

(29

)

 

 

(4

)

 

 

(173

)

Adjusted professional fees

$

1,933

 

 

$

1,560

 

 

$

8,331

 

 

$

6,608

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other operating expenses

$

9,009

 

 

$

6,664

 

 

$

29,627

 

 

$

22,708

 

Non-GAAP Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

De novo start-up expense and other(1)

 

(1,060

)

 

 

(1,127

)

 

 

(1,973

)

 

 

(1,404

)

Facility closure operating losses and expense(2)

 

 

 

 

(156

)

 

 

(176

)

 

 

(637

)

Adjusted other operating expenses

$

7,949

 

 

$

5,381

 

 

$

27,478

 

 

$

20,667

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rentals and leases

$

1,831

 

 

$

1,856

 

 

$

7,363

 

 

$

5,298

 

Non-GAAP Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

De novo start-up expense and other(1)

 

(78

)

 

 

(684

)

 

 

(385

)

 

 

(684

)

Facility closure operating losses and expense(2)

 

 

 

 

(166

)

 

 

(351

)

 

 

(711

)

Adjusted rentals and leases

$

1,753

 

 

$

1,006

 

 

$

6,627

 

 

$

3,903

 

 

 

(1)

De novo start-up expenses and other primarily relate to de novo facility net operating losses with respect to the opening of a de novo facility and continuing for a period of time after the facility has begun to accept clients, historically six to nine months, as the operations and census increase to what we believe are normalized operating levels.  

 

(2)

Facility closure and operating losses and expenses include both the operating losses and expenses associated with the facility closure of  The Academy and FitRx for all periods presented.

 

 


 

Reconciliation of Adjusted Net Income Available to AAC Holdings, Inc. Common Stockholders to Net Income Available to AAC Holdings, Inc. Common Stockholders

 

 

 

Three Months Ended

 

 

Twelve Months Ended

 

 

December 31, 2016

 

 

December 31, 2015

 

 

December 31, 2016

 

 

December 31, 2015

 

Net (loss) income available to AAC Holdings, Inc. common stockholders

$

478

 

 

$

448

 

 

$

(589

)

 

$

10,493

 

Non-GAAP Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Litigation settlement and California matter related expense

 

1,093

 

 

 

1,678

 

 

 

8,690

 

 

 

5,446

 

Acquisition-related expense

 

406

 

 

 

760

 

 

 

3,252

 

 

 

3,801

 

De novo start-up and other expense

 

3,395

 

 

 

2,777

 

 

 

8,663

 

 

 

3,369

 

Facility closure operating losses and expense

 

 

 

 

1,116

 

 

 

771

 

 

 

3,114

 

Gain on contingent consideration

 

(1,350

)

 

 

 

 

 

(1,350

)

 

 

 

Bargain purchase gain

 

 

 

 

(1,775

)

 

 

 

 

 

(1,775

)

Redemption of BHR Series A Preferred Units

 

 

 

 

 

 

 

 

 

 

534

 

Income tax effect of non-GAAP adjustments

 

(621

)

 

 

(1,180

)

 

 

(3,234

)

 

 

(4,064

)

Adjusted net income available to AAC Holdings, Inc. common stockholders

$

3,401

 

 

$

3,824

 

 

$

16,203

 

 

$

20,918

 

Weighted-average common shares outstanding - diluted

 

23,061,065

 

 

 

22,047,801

 

 

 

22,718,117

 

 

 

21,661,259

 

GAAP diluted earnings per common share

$

0.02

 

 

$

0.02

 

 

$

(0.03

)

 

$

0.48

 

Adjusted diluted earnings per common share

$

0.15

 

 

$

0.17

 

 

$

0.71

 

 

$

0.97

 

 

 

Adjusted EBITDA, adjusted net income available to AAC Holdings, Inc. common stockholders, and adjusted diluted earnings per common share (herein collectively referred to as "Non-GAAP Disclosures") are “non-GAAP financial measures” as defined under the rules and regulations promulgated by the U.S. Securities and Exchange Commission, each of which are defined below.   Management believes the Non-GAAP Disclosures provide investors with additional meaningful financial information that should be considered when assessing our underlying business performance and trends. We believe the Non-GAAP Disclosures also enhance investors’ ability to compare period-to-period financial results.  The Non-GAAP Disclosures should not be considered as measures of financial performance under U.S. generally accepted accounting principles ("GAAP").   The items excluded from the Non-GAAP Disclosures are significant components in understanding and assessing our financial performance and should not be considered as an alternative to net income or other financial statement items presented in the condensed consolidated financial statements. Because the Non-GAAP Disclosures are not measures determined in accordance with GAAP, the Non-GAAP Disclosures may not be comparable to other similarly titled measures of other companies.  

 

Management defines Adjusted EBITDA as net income (loss) adjusted for interest expense, depreciation and amortization expense, income tax (benefit) expense, stock-based compensation and related tax reimbursements, litigation settlement and California matter related expense, acquisition-related expense (which includes professional services for accounting, legal, valuation services and licensing expenses), de novo start-up and other expenses, facility closure operating losses and expense (associated with The Academy and FitRx), gain on contingent consideration associated with our acquisition of Townsend, and bargain purchase gain associated with our acquisition of Sunrise House in the fourth quarter of 2015.

 

 


 

Management defines Adjusted Net Income Available to AAC Holdings, Inc. common stockholders as net income (loss) available to AAC Holdings, Inc. common stockholders adjusted for litigation settlement and California matter related expense, acquisition-related expense (which includes professional services for accounting, legal, valuation services and licensing expenses), de novo start-up and other expenses, facility closure operating losses and expense (associated with The Academy and FitRx), gain on contingent consideration associated with our acquisition of Townsend, bargain purchase gain associated with our acquisition of Sunrise House in the fourth quarter of 2015, redemption of BHR Series A Preferred Units, and the income tax effect of the non-GAAP adjustments at the then applicable effective tax rate.

 

Adjusted diluted earnings per common share represents diluted earnings per common share calculated using adjusted net income available to AAC Holdings, Inc. common stockholders as opposed to net income available to AAC Holdings, Inc. common stockholders.

 

With respect to our “2017 Outlook” above, reconciliation of adjusted EBITDA and adjusted earnings per diluted common share guidance to the closest corresponding GAAP measure on a forward-looking basis is not available without unreasonable efforts. This inability results from the inherent difficulty in forecasting generally and quantifying certain projected amounts that are necessary for such reconciliations. In particular, sufficient information is not available to calculate certain adjustments required for such reconciliations, including acquisition-related expenses and de novo start-up and other expense. We expect these adjustments may have a potentially significant impact on our future GAAP financial results.