AAC Holdings, Inc.

CIK:0001606180|SEC Filings

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Revenues
Total revenues	$ 58,855	$ 69,034	$ 176,949	$ 238,315
Operating expenses
Salaries, wages and benefits	36,274	44,831	115,755	131,765
Client related services	6,102	8,594	18,118	24,734
Provision for doubtful accounts				366
Advertising and marketing	1,621	3,037	7,641	8,220
Professional fees	4,517	5,697	14,196	14,297
Other operating expenses	9,162	12,833	30,785	35,615
Rentals and leases	2,011	2,760	6,105	7,439
Litigation settlement	(2,083)	100	(3,321)	3,135
Depreciation and amortization	3,507	5,573	11,423	16,946
Gain on sale			(1,010)
Acquisition-related expenses		111		592
Total operating expenses	61,111	83,536	199,692	243,109
Loss from operations	(2,256)	(14,502)	(22,743)	(4,794)
Interest expense, net	14,274	8,738	37,116	23,340
Loss on contingent consideration		947		771
Other (income) expense, net	(770)	732	(1,213)	643
Loss before income tax expense (benefit)	(15,760)	(24,919)	(58,646)	(29,548)
Income tax expense (benefit)	298	(1,075)	588	(1,275)
Net loss	(16,058)	(23,844)	(59,234)	(28,273)
Less: net loss attributable to noncontrolling interest	2,985	1,663	7,770	5,546
Net loss attributable to AAC Holdings, Inc. common stockholders	$ (13,073)	$ (22,181)	$ (51,464)	$ (22,727)
Basic loss per common share	$ (0.52)	$ (0.92)	$ (2.08)	$ (0.95)
Diluted loss per common share	$ (0.52)	$ (0.92)	$ (2.08)	$ (0.95)
Weighted-average common shares outstanding:
Basic	24,938,894	24,205,159	24,728,135	24,039,550
Diluted	24,938,894	24,205,159	24,728,135	24,039,550
Client Related Revenue
Revenues
Total revenues	$ 58,165	$ 66,107	$ 172,249	$ 229,357
Non-Client Related Revenue
Revenues
Total revenues	$ 690	$ 2,927	$ 4,700	$ 8,958

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Cash flows used in operating activities:
Net loss	$ (59,234)	$ (28,273)
Adjustments to reconcile net loss to net cash used in operating activities:
Provision for doubtful accounts		366
Depreciation and amortization	11,423	16,946
Equity compensation	1,329	3,104
Loss on contingent consideration		771
Loss on disposal of property and equipment	617	1,000
Amortization of deferred financing costs	3,027	2,077
Deferred income taxes	416	(1,405)
Non-cash interest expense	2,695
Changes in operating assets and liabilities:
Accounts receivable	(4,293)	7,895
Prepaid expenses and other assets	7,433	(461)
Accounts payable	10,763	645
Accrued and other current liabilities	16,725	1,436
Accrued litigation	(4,584)	(23,300)
Other liabilities	(9,390)	(559)
Net cash used in operating activities	(23,073)	(19,758)
Cash flows used in investing activities:
Purchase of property and equipment	(2,640)	(15,458)
Acquisition of subsidiaries		(65,827)
Sale of subsidiary	887
Net cash used in investing activities	(1,753)	(81,285)
Cash flows provided by financing activities:
Proceeds from 2019 Senior Credit Facility, net of deferred financing costs	24,544
Payments on finance leases and other	(669)	(563)
Payment of employee taxes for net share settlement		(567)
Net cash provided by financing activities	20,938	92,484
Net change in cash and cash equivalents	(3,888)	(8,559)
Cash and cash equivalents, beginning of period	5,409	13,818
Cash and cash equivalents, end of period	1,521	5,259
Cash and cash equivalents paid for:
Interest, net of capitalized interest	19,757
Acquisition of equipment through leases	65
Accrued purchase of property and equipment		102
Accrued employee taxes for net share settlement		54
2017 Credit Facility
Cash flows provided by financing activities:
Payments on 2017 Credit Facility	(3,648)	(5,172)
Proceeds from 2017 Credit Facility, net of deferred financing costs	1,461	99,286
AdCare, Inc
Cash flows provided by financing activities:
Payments on AdCare Note	$ (750)	(500)
2018 Acquisition
Cash and cash equivalents paid for:
Purchase price, including contingent consideration		85,103
Buyer common stock issued		(5,439)
Contingent consideration		(501)
Promissory note issued		(9,636)
Cash acquired		(1,000)
Cash paid for acquisition		$ 68,527

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Current assets
Cash and cash equivalents	$ 1,521	$ 5,409
Accounts receivable, net of allowances	52,153	47,860
Prepaid expenses and other current assets	5,167	10,695
Total current assets	58,841	63,964
Property and equipment, net	158,467	166,921
Right-of-use assets - operating, net	27,186
Goodwill	198,952	198,952
Intangible assets, net	9,933	12,063
Other assets	10,975	10,377
Total assets	464,354	452,277
Current liabilities
Accounts payable	24,270	13,507
Accrued and other current liabilities	40,771	30,423
Accrued litigation	3,416	8,000
Current portion of long-term debt	338,014	309,394
Current portion of lease liability - operating	4,921
Current portion of financing lease obligation	24,457	121
Total current liabilities	435,849	361,445
Deferred tax liabilities	1,643	1,227
Long-term debt, net of current portion and deferred financing costs	7,134	9,764
Lease liability - operating, net of current portion	27,393
Financing lease obligation, net of current portion		24,421
Other long-term liabilities	7,737	13,147
Total liabilities	479,756	410,004
Stockholders’ (Deficit) equity
Common stock, $0.001 par value: 70,000,000 shares authorized, 25,157,712 and 24,573,679 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively	25	25
Additional paid-in capital	163,521	161,962
Accumulated deficit	(149,038)	(97,574)
Total stockholders’ equity	14,508	64,413
Noncontrolling interest	(29,910)	(22,140)
Total stockholders’ (deficit) equity including noncontrolling interest	(15,402)	42,273
Total liabilities and stockholders’ (deficit) equity	$ 464,354	$ 452,277