Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 03, 2019 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | AAC | |
Entity Registrant Name | AAC Holdings, Inc. | |
Entity Central Index Key | 0001606180 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Common Stock Shares Outstanding | 25,301,901 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenues | ||
Total revenues | $ 55,370 | $ 81,187 |
Operating expenses | ||
Salaries, wages and benefits | 40,553 | 40,084 |
Client related services | 6,041 | 7,747 |
Advertising and marketing | 3,295 | 2,599 |
Professional fees | 4,122 | 3,650 |
Other operating expenses | 11,363 | 10,588 |
Rentals and leases | 2,000 | 2,116 |
Litigation settlement | (1,238) | 2,791 |
Depreciation and amortization | 4,344 | 5,464 |
Gain on sale | (1,010) | |
Acquisition-related expenses | 305 | |
Total operating expenses | 69,470 | 75,344 |
(Loss) income from operations | (14,100) | 5,843 |
Interest expense, net | 10,260 | 6,709 |
Other (income) expense, net | (211) | 9 |
Loss before income tax benefit | (24,149) | (875) |
Income tax benefit | (33) | (38) |
Net loss | (24,116) | (837) |
Less: net loss attributable to noncontrolling interest | 2,097 | 1,893 |
Net (loss) income attributable to AAC Holdings, Inc. common stockholders | $ (22,019) | $ 1,056 |
Basic (loss) earnings per common share | $ (0.90) | $ 0.04 |
Diluted (loss) earnings per common share | $ (0.90) | $ 0.04 |
Weighted-average common shares outstanding: | ||
Basic | 24,495,613 | 23,744,208 |
Diluted | 24,495,613 | 23,781,604 |
Client Related Revenue | ||
Revenues | ||
Total revenues | $ 53,489 | $ 78,630 |
Non-Client Related Revenue | ||
Revenues | ||
Total revenues | $ 1,881 | $ 2,557 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 17,869 | $ 5,409 |
Accounts receivable, net of allowances | 45,684 | 47,860 |
Prepaid expenses and other current assets | 2,518 | 10,695 |
Total current assets | 66,071 | 63,964 |
Property and equipment, net | 163,045 | 166,921 |
Right-of-use assets - operating, net | 29,442 | |
Goodwill | 198,952 | 198,952 |
Intangible assets, net | 10,834 | 12,063 |
Other assets | 11,880 | 10,377 |
Total assets | 480,224 | 452,277 |
Current liabilities | ||
Accounts payable | 17,167 | 13,507 |
Accrued and other current liabilities | 29,101 | 30,544 |
Accrued litigation | 4,827 | 8,000 |
Current portion of lease liability - operating | 5,076 | |
Current portion of long-term debt | 332,925 | 309,394 |
Total current liabilities | 389,096 | 361,445 |
Deferred tax liabilities | 1,137 | 1,227 |
Long-term debt, net of current portion and deferred financing costs | 9,039 | 9,764 |
Lease liability - operating, net of current portion | 29,411 | |
Financing lease obligation, net of current portion | 24,384 | 24,421 |
Other long-term liabilities | 8,499 | 13,147 |
Total liabilities | 461,566 | 410,004 |
Stockholders’ equity | ||
Common stock, $0.001 par value: 70,000,000 shares authorized, 24,665,545 and 24,573,679 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively | 25 | 25 |
Additional paid-in capital | 162,463 | 161,962 |
Retained deficit | (119,593) | (97,574) |
Total stockholders’ equity | 42,895 | 64,413 |
Noncontrolling interest | (24,237) | (22,140) |
Total stockholders’ equity including noncontrolling interest | 18,658 | 42,273 |
Total liabilities and stockholders’ equity | $ 480,224 | $ 452,277 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 70,000,000 | 70,000,000 |
Common stock, shares issued | 24,665,545 | 24,573,679 |
Common stock, shares outstanding | 24,665,545 | 24,573,679 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Deficit | Total Stockholders' Equity of AAC Holdings, Inc. | Non-Controlling Interest |
Balance at Dec. 31, 2017 | $ 99,458 | $ 24 | $ 152,430 | $ (38,170) | $ 114,284 | $ (14,826) |
Balance, shares at Dec. 31, 2017 | 23,872,436 | |||||
Common stock granted and issued under stock incentive plan, net of forfeitures, amount | 798 | 798 | 798 | |||
Common stock granted and issued under stock incentive plan, net of forfeitures, share | (19,503) | |||||
Effect of employee stock purchase plan | 221 | 221 | 221 | |||
Effect of employee stock purchase plan, shares | 27,900 | |||||
Net loss | (837) | 1,056 | 1,056 | (1,893) | ||
Balance at Mar. 31, 2018 | 105,031 | $ 24 | 158,840 | (37,114) | 121,750 | (16,719) |
Balance, shares at Mar. 31, 2018 | 24,438,739 | |||||
Balance at Dec. 31, 2018 | 42,273 | $ 25 | 161,962 | (97,574) | 64,413 | (22,140) |
Balance, shares at Dec. 31, 2018 | 24,573,679 | |||||
Common stock granted and issued under stock incentive plan, net of forfeitures, amount | 364 | 364 | 364 | |||
Common stock granted and issued under stock incentive plan, net of forfeitures, share | (24,666) | |||||
Effect of employee stock purchase plan | 137 | 137 | 137 | |||
Effect of employee stock purchase plan, shares | 116,532 | |||||
Net loss | (24,116) | (22,019) | (22,019) | (2,097) | ||
Balance at Mar. 31, 2019 | $ 18,658 | $ 25 | $ 162,463 | $ (119,593) | $ 42,895 | $ (24,237) |
Balance, shares at Mar. 31, 2019 | 24,665,545 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows used in operating activities: | ||
Net loss | $ (24,116) | $ (837) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 4,344 | 5,464 |
Equity compensation | 364 | 798 |
Loss on disposal of property and equipment | 145 | 34 |
Amortization of deferred financing costs | 1,243 | 637 |
Deferred income tax benefit | (90) | 436 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 2,176 | (3,843) |
Prepaid expenses and other assets | 7,808 | 1,485 |
Accounts payable | 3,660 | (4,739) |
Accrued and other current liabilities | 4,819 | 4,141 |
Accrued litigation | (3,173) | (22,300) |
Other liabilities | (6,763) | (275) |
Net cash used in operating activities | (9,583) | (18,999) |
Cash flows used in investing activities: | ||
Purchase of property and equipment | (913) | (7,305) |
Acquisition of subsidiaries | (65,185) | |
Sale of subsidiary | 887 | |
Net cash used in investing activities | (26) | (72,490) |
Cash flows provided by financing activities: | ||
Proceeds from 2019 Priming Facility, net of deferred financing costs | 24,284 | |
Payments on finance leases and other | (291) | (221) |
Payment of employee taxes for net share settlement | (475) | |
Net cash provided by financing activities | 22,069 | 92,012 |
Net change in cash and cash equivalents | 12,460 | 523 |
Cash and cash equivalents, beginning of period | 5,409 | 13,818 |
Cash and cash equivalents, end of period | 17,869 | 14,341 |
Cash and cash equivalents paid for: | ||
Interest, net of capitalized interest | 9,705 | |
Acquisition of equipment through leases | 65 | 975 |
Accrued purchase of property and equipment | 1,208 | |
Accrued employee taxes for net share settlement | 14 | |
2017 Credit Facility | ||
Cash flows provided by financing activities: | ||
Payments on 2017 Credit Facility | (1,924) | (1,724) |
Proceeds from 2017 Credit Facility, net of deferred financing costs | 250 | 94,432 |
AdCare, Inc | ||
Cash flows provided by financing activities: | ||
Payments on AdCare Note | $ (250) | |
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 | (2,700) | |
Change in funds held on acquisition | (1,000) | |
Cash paid for acquisition | $ 65,827 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business | 1. AAC Holdings, Inc. (collectively with its subsidiaries, the “Company” or “AAC Holdings”) was incorporated on February 12, 2014. The Company is headquartered in Brentwood, Tennessee, and provides inpatient and outpatient substance use treatment services for individuals with drug addiction, alcohol addiction and co-occurring mental/behavioral health issues. In connection with the Company’s substance use treatment services, the Company performs drug testing, diagnostic laboratory services and provides physician services to clients. T he Company operates numerous facilities located throughout the United States, including inpatient substance abuse treatment facilities, standalone outpatient centers and sober living facilities that focus on delivering effective clinical care and treatment solutions. |
Basis of Presentation and Recen
Basis of Presentation and Recently Issued Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Recently Issued Accounting Pronouncements | 2. Principles of Consolidation The Company conducts its business through limited liability companies and C-corporations, each of which is a direct or indirect wholly owned subsidiary of the Company. The accompanying condensed consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and the accounts of variable interest entities (“VIEs”) in which the Company is the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation. The Company consolidated seven professional groups (“Professional Groups”) that constituted VIEs as of March 31, 2019 and 2018. The Professional Groups are responsible for the supervision and delivery of medical services to the Company’s clients, and the Company provides management services to the Professional Groups. Based on the Company’s ability to direct the activities that most significantly impact the economic performance of the Professional Groups, provide necessary funding and the obligation and likelihood of absorbing all expected gains and losses, the Company has determined that it is the primary beneficiary of these Professional Groups. The accompanying condensed consolidated balance sheets as of March 31, 2019 and December 31, 2018 include assets of $1.7 million and $1.5 million, respectively, and liabilities of $0.6 million and $0.6 million, respectively, related to the VIEs. The accompanying condensed consolidated statements of operations include net loss attributable to noncontrolling interest of $2.1 million and $1.9 million for the three months ended March 31, 2019 and 2018, respectively. The accompanying condensed consolidated financial statements are unaudited, with the exception of the December 31, 2018 balance sheet, which is derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles (“GAAP”) for a complete set of financial statements. The information contained in these condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the fiscal year ended December 31, 2018 included in the Company’s Annual Report filed with the United States Securities and Exchange Commission (the “SEC” or the “Commission”) on April 15, 2019. Management believes that all adjustments of a normal, recurring nature considered necessary for a fair presentation have been included. In addition, the interim financial information does not necessarily represent or indicate what the operating results will be for the year ending December 31, 2019 for many reasons including, but not limited to, acquisitions, dispositions, capital financing transactions, changes in interest rates and the effects of other trends, risks and uncertainties. Going Concern The Company incurred a loss from operations and had negative cash flows from operations for the year ended December 31, 2018 and the first quarter of 2019, which has contributed to limited liquidity. This resulted primarily from declines in patient census during the second half of 2018 and into the first quarter of 2019. The Company’s revenue is directly impacted by its ability to maintain census, which is dependent on a variety of factors, many of which are outside of the Company’s control, including its referral relationships, average length of stay of its clients, the extent to which third-party payors require preadmission authorization or utilization review controls, competition in the industry, the effectiveness of the Company’s multi-faceted sales and marketing strategy and the individual decisions of the Company’s clients to seek and commit to treatment. On March 8, 2019 the Company entered into an incremental senior credit facility for a principal loan of $30 million which originally matured on March 31, 2020 and was subsequently amended to mature on April 15, 2020. The uncertainties associated with the factors described above raise substantial doubt about the Company's ability to continue as a going concern. In order for the Company to continue operations beyond the next twelve months and to be able to discharge its liabilities and commitments in the normal course of business, the Company must do some or all of the following: (i) improve operating results by increasing census while maintaining efficiency regarding operating expenses through the cost savings initiatives implemented in late 2018 and early 2019; (ii) execute strategic alternatives related to the Company’s real-estate portfolio which could include further sale leasebacks of individual facilities or larger portions of the company’s real estate portfolio (iii) sell additional non-core or non-essential assets; and/or (iv) obtain additional financing. There can be no assurance that the Company will be able to achieve any or all of the foregoing. The consolidated financial statements were prepared on a going concern basis in accordance with U.S. GAAP. The going concern basis of presentation assumes that the Company will continue in operation for the next twelve months and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. It does not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from its inability to continue as a going concern. |
Client Related Revenue and Non-
Client Related Revenue and Non-Client Related Revenue | 3 Months Ended |
Mar. 31, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Client Related Revenue and Non-Client Related Revenue | 3 . Client Related Revenue Client related revenue primarily consists of service charges related to providing addiction treatment and related services, including diagnostic laboratory services. As it relates to recognizing revenue, the Company’s contracts are with the individuals for whom the Company provides care. The majority of the Company’s contracts with clients have a single performance obligation because the promise to deliver services is not separately identifiable from other promises in the contracts. The Company’s performance obligations are satisfied over time as clients simultaneously receive and consume the benefits provided. Therefore, the Company recognizes revenue in the same period the services are performed, and there are no remaining performance obligations at period-end. Due to the nature of the industry, there are often more than two parties to the service transactions (including customers, providers and payors), and the estimation of revenue is complex and requires significant judgment. Management estimates variable consideration using the expected value method. The expected value method is used when an entity has a large number of contracts with similar characteristics, as is the case with the Company’s contracts. The transaction price is recorded based on the estimated ultimate value remaining after all uncertainty is resolved. The estimates of variable consideration are based largely on an assessment of the Company’s anticipated performance as well as historical, current, and forecasted information. The Company updates its estimate of the transaction price at the end of each reporting period, and any amounts allocated to a satisfied performance obligation are recognized as revenue or a reduction of revenue in the period in which the transaction price changes. The following tables summarize the composition of the Company’s client related revenue for inpatient treatment facility services, outpatient facility and sober living services, and client related diagnostic services. Inpatient treatment facility services include revenues from related professional services, and client related diagnostic services includes revenues from point of care services as well as laboratory services. For the three months ended March 31, 2019 and 2018 (in thousands): Three Months Ended March 31, 2019 Three Months Ended March 31, 2018 Amount % Amount % Inpatient treatment facility services $ 44,889 83.9 $ 66,874 85.0 Outpatient facility and sober living services 6,454 12.1 8,946 11.4 Client related diagnostic services 2,146 4.0 2,810 3.6 Total client related revenue $ 53,489 100.0 $ 78,630 100.0 Non-Client Related Revenue Non-client related revenue consists of diagnostic laboratory services provided to clients of third-party addiction treatment providers, addiction care treatment services for individuals in the criminal justice system and services provided to third-party behavioral health providers who use the Company’s digital outreach platforms. Revenue from diagnostic laboratory services provided to clients of third-party addiction treatment providers is recognized at the point in time when the order is completed. These contracts have a single performance obligation, and the transaction price is agreed upon between the Company and the third-party lab provider to services being rendered. Revenue for addiction care treatment services for individuals in the criminal justice system is recognized as services are provided in accordance with contracts with certain Massachusetts state agencies. Revenue from third-party behavioral health providers who use the Company’s digital outreach platforms is recognized over time as these customers simultaneously receive and consume the benefits of the services provided. The Company’s marketing contracts typically have one performance obligation. There are no significant judgments in determining the transaction price as the price is listed in the contract and not subject to change. |
General and Administrative Cost
General and Administrative Costs | 3 Months Ended |
Mar. 31, 2019 | |
General And Administrative Costs [Abstract] | |
General and Administrative Costs | 4. The majority of the Company’s expenses are cost of revenue items. Costs that could be classified as general and administrative expenses include the Company’s corporate overhead costs, which were $16.4 million and $22.0 million for the three months ended March 31, 2019 and 2018, respectively. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | 5. Earnings (Loss) Per Share Basic earnings (loss) per share (“EPS”) is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. For the calculation of diluted EPS, net income (loss) attributable to common stockholders for basic EPS is adjusted by the effect of dilutive securities, including awards under stock-based payment arrangements, and outstanding convertible debt securities. Diluted EPS attributable to common stockholders is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of diluted common shares outstanding during the period. The following table presents the components of the numerator and denominator used in the calculation of basic and diluted EPS for the three months ended March 31, 2019 and 2018 (in thousands, except share data): Three Months Ended March 31, 2019 2018 Numerator Net (loss) income attributable to AAC Holdings, Inc. common stockholders $ (22,019 ) $ 1,056 Denominator Weighted-average common shares outstanding – basic 24,495,613 23,744,208 Dilutive securities — 37,396 Weighted-average common shares outstanding – diluted 24,495,613 23,781,604 Basic (loss) earnings per common share $ (0.90 ) $ 0.04 Diluted (loss) earnings per common share $ (0.90 ) $ 0.04 For the three months ended March 31, 2019 and 2018, t he Company had 27,396 and 37,396 potentially dilutive shares, respectively These dilutive shares are not included in the diluted EPS calculation above for the three months ended March 31, 2019, because to do so would be anti-dilutive for the period presented. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | 6. Acquisition On March 1, 2018, the Company acquired all of the outstanding shares of AdCare, Inc., a Massachusetts corporation (“AdCare”), and wholly owned subsidiary of AdCare Holding Trust, a Massachusetts business trust (the “Seller”) (the “AdCare Acquisition”). AdCare and its subsidiaries offer treatment of drug and alcohol addiction and own, among other things, a 114-bed hospital, five outpatient centers in Massachusetts, a 59-bed residential inpatient treatment center and two outpatient centers in Rhode Island. AdCare was purchased for total consideration of $85.1 million, including adjustments as set forth in the Securities Purchase Agreement (the “Purchase Agreement”), by and among AAC Healthcare Network, Inc., AAC Holdings, AdCare, and the Seller. The consideration was comprised of (i) approximately $66.8 million in cash, excluding expenses and other adjustments, (ii) approximately $5.4 million in shares of AAC Holdings’ common stock (or 562,051 shares at $9.68 per share), (iii) a promissory note in the aggregate principal amount of approximately $9.6 million (the “AdCare Note”), and (iv) contingent consideration valued at $0.5 million recorded in accrued and other current liabilities. The allocation of assets acquired and liabilities assumed on the acquisition date, based on the fair value of AdCare, is as follows (in thousands): AdCare Acquisition Cash and cash equivalents $ 2,700 Accounts receivable 4,357 Prepaid expenses and other assets 996 Property and equipment 15,309 Goodwill 64,556 Intangible assets 5,120 Total assets acquired 93,038 Accrued and other current liabilities 5,931 Long-term liabilities 2,004 Net assets acquired $ 85,103 Acquisition-related costs for the transaction were recorded as acquisition-related expenses in the consolidated statements of operations. |
Accounts Receivable
Accounts Receivable | 3 Months Ended |
Mar. 31, 2019 | |
Receivables [Abstract] | |
Accounts Receivable | 7. Accounts Receivable For the three months ended March 31, 2019 and 2018, no payor accounted for more than 10% of revenue reimbursements. As of March 31, 2019, substantially all accounts receivable aged greater than 360 days were fully reserved in the Company’s condensed consolidated financial statements. Approximately $0.9 million and $2.2 million of accounts receivable, as of March 31, 2019 and December 31, 2018, respectively, includes accounts where the Company has received a partial payment from a commercial insurance company and the Company is continuing to pursue additional collections for the balance that the Company estimates remains outstanding. An account is written off only after the Company has pursued collection efforts or otherwise determines an account to be uncollectible. |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | 8. Property and Equipment, Net Property and equipment consisted of the following (in thousands): March 31, December 31, 2019 2018 Land $ 19,364 $ 19,364 Buildings and improvements 162,184 161,723 Equipment and software 30,717 35,059 Construction in progress 16,236 16,413 Total property and equipment 228,501 232,559 Less accumulated depreciation (65,456 ) (65,638 ) Property and equipment, net $ 163,045 $ 166,921 For the three months ended March 31, 2019 and 2018, depreciation expense was $3.6 million and $5.1 million, respectively. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases | 9. Leases On January 1, 2019, the Company adopted the cumulative accounting standard updates issued by the FASB that amend the accounting for leases under ASC 842. These changes to the lease accounting model require operating leases be recorded on the balance sheet through recognition of a liability for the discounted present value of future fixed lease payments and a corresponding right-of-use (“ROU”) asset. The Company’s accounting for finance leases remained substantially unchanged from its prior accounting for capital leases. The ROU asset recorded for the lease represents the right to use the underlying asset over the lease term in exchange for the lease payments. When able, the Company uses the interest rate implicit in a lease to determine the present value of future lease payments. For leases where the implicit rate is not determinable, the Company uses its incremental borrowing rate. Our lease agreements do not contain any residual value guarantees or material restrictive covenants. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company elected the transition requirements in accordance with Accounting Standards Update (“ASU”) 2018-11, which provide a transition election to not restate comparative periods for the effects of applying the new standard. This transition guidance elected by the Company permits entities to change the date of initial application to the beginning of the year of adoption and to recognize the effects of applying the new standard as a cumulative-effect adjustment to the opening balance of retained earnings. The Company utilized available practical expedients, including the package of practical expedients not to reassess whether a contract is or contains a lease, the lease classification and initial direct costs, as well as the expedient forgoing the separation of lease and non-lease components. Total right-of-use assets and related operating lease obligations of $32.9 million and $38.0 million, respectively were recorded on the consolidated balance sheet on adoption, with no material impact to our Consolidated Statements of Operations. The Company makes use of operating leases for property and equipment, and finance leases for equipment and vehicles. The Company’s leases have a remaining life ranging from 0.5 years to 11 years, some of which contain an option to extend at the discretion of the Company. The Company elected the transition provision of Topic 842 allowing entities to not restate comparative periods for the effects of the application of the new standard. The Topic 842 disclosures below are for the three months ended March 31, 2019. Components of lease expense are as follows (in thousands): March 31, 2019 Operating lease cost $ 2,032 Finance lease cost Amortization of ROU assets 263 Interest on lease liabilities 33 Total finance lease cost $ 296 Total lease cost $ 2,328 Supplemental balance sheet information related to leases are as follows (in thousands): Component of Lease Balances Classification March 31, 2019 Assets: Operating lease assets Right-of-use asset - operating, net $ 29,442 Finance lease assets Other assets 1,064 Accumulated Amortization ROU asset Other assets (263 ) Total leased assets $ 30,243 Liabilities: Operating lease liabilities: current portion Current portion of lease liability - operating $ 5,076 long-term portion Lease liability - operating, net of current portion 29,411 Total Operating lease liabilities 34,487 Finance lease liabilities: current portion Accrued and other current liabilities $ 569 long-term portion Other long-term liabilities 270 Total Finance lease liabilities 839 Total lease liabilities $ 35,326 Weighted average remaining lease term Operating leases 8 years Finance leases 2 years Weighted average discount rate Operating leases 9.9 % Finance leases 20.9 % Supplemental cash flow information related to leases are as follows (in thousands): March 31, 2019 Cash used in operating activities Operating leases $ 1,992 Finance leases 33 Cash used in financing activities Finance leases $ 238 Right-of-use assets recognized in exchange for new lease obligations Operating leases $ — Finance leases 65 Maturities of lease liabilities are as follows (in thousands): March 31, 2019 December 31, 2018 Finance Operating Capital Operating 2019 478 3,949 601 5,144 2020 231 4,158 200 4,158 2021 80 3,617 60 3,617 2022 26 3,768 12 3,768 2023 23 3,692 8 3,692 Thereafter 1 15,303 — 15,302 Total $ 839 $ 34,487 $ 881 $ 35,681 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 10. Goodwill and Intangible Assets The Company has only one operating segment, substance use and behavioral healthcare treatment services, for segment reporting purposes. The substance abuse and behavioral healthcare treatment services operating segment represents one reporting unit for purposes of the Company’s goodwill impairment test. Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired. Goodwill and intangible assets with indefinite lives are not amortized, but instead are tested for impairment at least annually or whenever events or changes in circumstances indicate the carrying value may not be recoverable. If the carrying value of goodwill exceeds its implied fair value, an impairment loss is recorded. The Company has no intangible assets with indefinite useful lives other than goodwill. The Company performed its most recent goodwill impairment testing as of December 31, 2018 and did not incur an impairment charge. The Company’s goodwill balance as of March 31, 2019 and December 31, 2018 was $199.0 million. The increase in goodwill during the three months ended March 31, 2018 is due to the AdCare Acquisition as shown below and discussed in Note 6. Acquisition (in thousands): Balance at December 31, 2017 $ 134,396 AdCare Acquisition $ 64,556 Balance at December 31, 2018 $ 198,952 2019 Activity — Balance at March 31, 2019 $ 198,952 Other identifiable intangible assets and related accumulated amortization consisted of the following as of March 31, 2019 and December 31, 2018 (in thousands): Gross Carrying Value Accumulated Amortization March 31, December 31, March 31, December 31, 2019 2018 2019 2018 Trademarks and trade names $ 7,552 $ 8,422 $ 2,726 $ 2,777 Non-compete agreements 1,777 2,107 1,445 1,583 Marketing intangibles 5,651 5,651 2,191 2,050 Leasehold interests 1,498 1,498 625 587 Service contracts 950 950 103 79 Other 601 601 105 90 $ 18,029 $ 19,229 $ 7,195 $ 7,166 Amortization expense for the three months ended March 31, 2019 and 2018 was $0.5 million and $0.4 million, respectively. A ll intangible assets are amortized using the straight-line method. The following table presents amortization expense expected to be recognized subsequent to March 31, 2019 (in thousands): Fiscal Year Ended Expected Amortization Expense 2019 1,351 2020 1,798 2021 1,652 2022 1,532 2023 1,298 Thereafter 3,203 Total $ 10,834 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | 11. Debt In connection with the 2019 Senior Credit Facility further described below, on March 8, 2019, the Company entered into the Amendments to the 2017 Credit Facility together with the required lenders party thereto, Credit Suisse AG, as administrative agent and collateral agent, and the other loan parties party thereto, amending that certain Credit Agreement (the “2017 Credit Facility”), dated as of June 30, 2017, by and among the Company, Credit Suisse AG, as administrative agent and collateral agent, and the lenders party thereto. The 2017 Credit Facility requires the maintenance of a certain coverage ratio in order for the Company to be in compliance with the agreement. As of December 31, 2018, the Company would have been in violation of this covenant absent the amendment. For the aforementioned factors, and in accordance with ASC 470-10-55, due to the uncertainties noted under Going Concern in Note 2 – Basis of Presentation, the Company has classified its obligations related to the 2017 Credit Facility as current liabilities as of March 31, 2019. This reclassification has no impact on the scheduled maturities or the timing of payments related to the debt obligations. A summary of the Company’s debt obligations is as follows (in thousands): March 31, December 31, 2019 2018 Senior secured loans $ 346,159 $ 317,479 Subordinated debt 8,634 8,884 Unamortized deferred financing costs (12,829 ) (8,085 ) Capital lease obligations — 880 Total debt 341,964 319,158 Less current portion of long-term debt (332,925 ) (309,394 ) Long-term debt, net of current portion and deferred financing costs $ 9,039 $ 9,764 2019 Senior Credit Facility On March 8, 2019, the Company entered into that certain Credit Agreement (the “2019 Senior Credit Facility”) with Credit Suisse AG, as administrative agent and collateral agent, and the lenders party thereto. The 2019 Senior Credit Facility makes available to the Company a term loan in the principal amount of $30.0 million. The 2019 Senior Credit Facility will mature on April 15, 2020. Net proceeds from funding of the 2019 Senior Credit Facility were approximately $23 million after the payment of fees, costs and other expenses. The 2019 Senior Credit Facility is guaranteed by the Company’s wholly-owned subsidiary, American Addiction Centers, Inc., and certain of its other subsidiaries. The obligations are secured by a first priority lien (senior to liens granted in connection with the 2017 Credit Facility) on substantially all of the Company’s and each subsidiary guarantor’s assets. The 2019 Senior Credit Facility bears interest at a rate per annum equal to LIBOR (with a 1.0% floor) plus 11.00% per annum. In the event of any repayment or prepayment of the 2019 Senior Credit Facility or any acceleration of the 2019 Senior Credit Facility after an event of default, the Company must make a payment equal to 1.00% of the then outstanding principal amount of the 2019 Senior Credit Facility (the “Exit Payment”) if such event occurs on or prior to the date that is nine months after the closing date of the 2019 Senior Credit Facility (the “2019 Senior Credit Facility Closing Date”). The Exit Payment will be increased by an additional 1.0% at the end of each 30-day period after the nine-month anniversary of the 2019 Senior Credit Facility Closing Date until the 2019 Senior Credit Facility matures. The terms of the 2019 Senior Credit Facility contain certain financial covenants, including, a maximum Senior Secured Leverage Ratio of (i) 7.75:1.00 as of the last day of the fiscal quarter ending June 30, 2019, (ii) 6.50:1.00 as of the last day of the fiscal quarter ending September 30, 2019, (iii) 6.25:1.00 as of the last day of the fiscal quarter ending December 31, 2019, (iv) 5.75:1.00 as of the last day of the fiscal quarter ending March 31, 2020, (v) 5.50:1.00 as of the last day of the fiscal quarter ending June 30, 2020, (vi) 5.25:1.00 as of the last day of the fiscal quarters ending September 30, 2020 and December 31, 2020, (vii) 5.00:1.00 as of the last day of the fiscal quarters ending March 31 and June 30, 2021 and (viii) 4.75:1.00 as of the last day of each fiscal quarter ending on and after December 31, 2020. The 2019 Senior Credit Facility requires the Company to periodically report to lenders with respect to, and to comply with, the Company’s operating budget. The Company is also required to (i) maintain no less than $5.0 million at any time of cash, cash equivalents and undrawn revolving loans under the 2017 Credit Facility (“Available Liquidity”) and (ii) to maintain no less than $7.5 million of Available Liquidity for any calendar week. Amendments to the 2017 Credit Facility In connection with the 2019 Senior Credit Facility, on March 8, 2019, the Company entered into the Amendment to the 2017 Credit Facility together with the required lenders party thereto, Credit Suisse AG, as administrative agent and collateral agent, and the other loan parties party thereto, amending that certain Credit Agreement, dated as of June 30, 2017, by and among the Company, Credit Suisse AG, as administrative agent and collateral agent, and the lenders party thereto. The Amendment to the 2017 Credit Facility increased the interest rate on the term loans outstanding under the 2017 Credit Facility (the “2017 Term Loans”) by, at the Company’s option, either (i) 2.00% per annum (which shall be reduced to 1.00% per annum if the Senior Secured Leverage Ratio Condition, as defined in the Amendment to the 2017 Credit Facility is satisfied), payable in cash or (ii) 4.00% per annum, payable-in-kind. In addition, the Amendment to the 2017 Credit Facility increased the commitment fee for the undrawn portion of the revolving credit facility under the 2017 Credit Facility from 0.50% to 1.00% per annum. If the Company has repaid all indebtedness under the 2019 Senior Credit Facility, the Amendments to the 2017 Credit Facility requires the Company to use net cash proceeds of certain asset sales and other dispositions of property to prepay outstanding term and revolving credit loans. If the 2017 Term Loans are prepaid at any time, the Amendment to the 2017 Credit Facility requires the payment of (i) a 2.00% premium if paid on or prior to the first anniversary of the closing of the Amendment to the 2017 Credit Facility and (ii) a 1.00% premium if paid after the first anniversary but before the second anniversary of the closing of the Amendment to the 2017 Credit Facility. The Amendment to the 2017 Credit Facility amended financial covenants with respect to the Senior Secured Leverage Ratio (as defined therein) and budgeting and lender reporting covenants that mirror those contained in the 2019 Senior Credit Facility. It also restricts certain Company actions, including certain acquisitions and joint venture arrangements. On March 1, 2018, in conjunction with the AdCare Acquisition, we secured a $65.0 million incremental term loan commitment under the 2017 Credit Facility. In connection with the incremental term loan, we incurred $2.6 million in deferred financing costs related to underwriting and other professional fees. 2017 Credit Facility On June 30, 2017, the Company entered into a senior secured credit agreement with Credit Suisse AG, as administrative agent and collateral agent and the lenders party thereto (the “2017 Credit Facility”). The 2017 Credit Facility initially made available to the Company a $40.0 million revolving line of credit (the “2017 Revolver”) and a term loan in an aggregate original principal amount of $210.0 million (the “2017 Term Loan”). As discussed further below, on September 25, 2017 the 2017 Revolver was increased to $55.0 million. The 2017 Credit Facility also provides for standby letters of credit in an aggregate undrawn amount not to exceed $7.0 million. The 2017 Term Loan matures on June 30, 2023 and requires scheduled quarterly principal repayments in an amount equal to $ 1.7 The 2017 Revolver matures on June 30, 2022. As of December 31, 2018, $52.0 million was outstanding on the 2017 Revolver. The 2017 Credit Facility also includes an incremental facility providing for the Company to incur Additional Term Loans in an aggregate principal amount of up to $25.0 million (plus such additional amounts, so long as, after giving pro forma effect to the incurrence of such additional borrowings, the Company’s Senior Secured Leverage Ratio (as defined in the 2017 Credit Facility) would be less than 3.90:1.00) (each, an “Incremental Term Loan”) and/or Additional Revolving Commitments in an aggregate principal amount of up to million (the “Incremental Revolver”), each subject to the satisfaction of certain conditions contained in the 2017 Credit Facility, including obtaining additional commitments from existing or additional lenders. On September 25, 2017, the Company obtained its Incremental Revolver from certain incremental revolving credit lenders thereby increasing the 2017 pursuant to the 2017 Credit Facility from $40.0 million to $55.0 million. The lenders under the 2017 Credit Facility are not under any obligation to provide any Incremental Term Loans. Borrowings under the 2017 Credit Facility bore interest at a rate tied to the Alternative Base Rate or the Adjusted London Interbank Offered Rate (“LIBOR”) Borrowings under the 2017 Credit Facility are guaranteed by the Company’s wholly owned subsidiary, AAC and certain of its other subsidiaries pursuant to that certain Guarantee and Collateral Agreement, dated as of June 30, 2017, by and among the Company, each of the subsidiary guarantors party thereto and Credit Suisse AG, as collateral agent (the “Guarantee and Collateral Agreement”). The obligations under the 2017 Credit Facility and the Guarantee and Collateral Agreement are secured by a lien on substantially all of the Company’s and each subsidiary guarantor’s assets. The Company is permitted to voluntarily reduce the unutilized portion of the commitment amount and repay outstanding loans under the 2017 Credit Facility at any time without premium or penalty, other than (i) customary “breakage” costs with respect to Eurodollar Loans and, (ii) with respect to the 2017 Term Loan, if certain repricing transactions are consummated or certain mandatory repayments are made, (x) a yield maintenance premium within one year after the closing as set forth in the 2017 Credit Facility, (y) a 2.0% premium if paid after the first anniversary of the closing but before the second anniversary of the closing and (z) a 1.0% premium if paid after the second anniversary of the closing but before the third anniversary of the closing. In addition, the 2017 Credit Facility places certain restrictions on the ability of the Company and its subsidiaries to, among other things, incur debt and liens; merge, consolidate or liquidate; dispose of assets; enter into hedging arrangements; pay dividends and make other restricted payments; undertake transactions with affiliates; enter into restrictive agreements on dividends and other distributions; make negative pledges; enter into certain sale-leaseback transactions; make certain investments; prepay or modify the terms of certain indebtedness and modify the terms of certain organizational agreements. The 2017 Credit Facility contains customary events of default, including payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to other material indebtedness, certain events of bankruptcy and insolvency, material judgments, certain ERISA events, invalidity of loan documents and certain changes in control. During the quarter ended June 30, 2017, t he Company incurred approximately $12.9 million in debt issuance costs related to underwriting and other professional fees, of which $7.6 million related to the 2017 Term Loan and $5.3 million related to the 2017 Revolver. On October 6, 2017, in conjunction with the Company’s pending acquisition of AdCare, Inc., the Company secured a $65.0 million incremental term loan commitment in conjunction with the 2017 Credit Facility, subject to customary closing conditions and regulatory provisions. In connection with the financing, the Company committed to a ticking fee that commenced on October 17, 2017, at a rate of LIBOR plus 3.375%, which increased to LIBOR plus 6.75% from November 2017, until the closing date of the acquisition. As of March 31, 2019, the Company had fully drawn on the 2017 Revolver less $2.9 million of outstanding letters of credit. Subordinated Note On March 1, 2018, in conjunction with the AdCare Acquisition, in consideration for covenants and agreements set forth in the Purchase Agreement, the Company issued the AdCare Note to the Seller, in the original principal amount of $9.6 million, which matures on September 29, 2023 and accrues interest at a fixed rate per annum equal to 5.0%, compounded annually. Payments of principal and interest pursuant to the AdCare Note commenced on April 30, 2018 and will continue until the maturity date |
Financing Lease Obligation
Financing Lease Obligation | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Financing Lease Obligation | 12. Financing Lease Obligation On August 9, 2017, the Company closed on a sale-leaseback transaction for subsidiaries of the Company sold two drug and alcohol rehabilitation outpatient facilities and two sober living facilities: the Desert Hope Facility and Resolutions Las Vegas, each located in Las Vegas, Nevada, and the Greenhouse Facility and Resolutions Arlington, each located in Arlington, Texas (collectively, the “Sale-Leaseback Facilities”). Simultaneously with the sale of the Sale-Leaseback Facilities, the Company, through its subsidiaries, entered into an operating lease, dated August 9, 2017, in which the Company will continue to operate the Sale-Leaseback Facilities. The operating lease provides for a 15-year term for each facility with two separate renewal terms of five years each if the Company chooses to exercise its right to extend the lease term. The initial annual minimum rent payable from the Company is $2.2 million due in equal monthly installments of $0.2 million. On the first, second and third anniversary of the lease date, the annual rent will increase 1.5% from the annual rent in effect for the immediately preceding year. On the fourth anniversary of the lease date and thereafter during the lease term, the annual rent will increase to the amount equal to the CPI Factor (as defined in the Lease) multiplied by the annual rent in effect for the immediately preceding year; provided, however, that the adjusted annual rent increase will always be between 1.5% and 3.0%. Due to the nature of the agreement, the transaction did not qualify for sale-leaseback accounting under GAAP. Therefore, the Sale-Leaseback Facilities remain on the Company’s balance sheets and continue to be depreciated over their remaining useful lives. The Company accounted for the $25.0 million of proceeds, less $0.4 million of transaction costs, as a financing obligation, of which $0.1 million was classified as a short-term liability. On a monthly basis, a portion of the payment is allocated to principal, which reduces the obligation balance, and interest, computed based on the Company’s incremental borrowing rate at the time of the transaction. A summary of the Company’s financing lease obligation is as follows (in thousands): March 31, December 31, 2019 2018 Financing lease obligation: Sale-Leaseback facilities $ 24,516 $ 24,542 Less current portion (included in accrued and other current liabilities) (132 ) (121 ) Total Financing lease obligation, net of current portion $ 24,384 $ 24,421 |
Stockholders' Equity and Stock
Stockholders' Equity and Stock Based Compensation | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stockholders' Equity and Stock Based Compensation | 13. Stockholders’ Equity and Stock Based Compensation The Company’s statement of stockholder’s equity for the three months ended March 31, 2018 and 2019. Common Stock – Total AAC Holdings, Inc. Additional Stockholders’ Non- Total Shares Paid-in Retained Equity of Controlling Stockholders’ Outstanding Amount Capital Deficit AAC Holdings, Inc. Interest Equity Balance at December 31, 2017 23,872,436 $ 24 $ 152,430 $ (38,170 ) $ 114,284 $ (14,826 ) $ 99,458 Common stock granted and issued under stock incentive plan, net of forfeitures (19,503 ) — 798 — 798 — 798 Common stock withheld for minimum statutory taxes (4,145 ) — (48 ) — (48 ) — (48 ) Effect of employee stock purchase plan 27,900 — 221 — 221 — 221 Common stock issued upon acquisition of AdCare, Inc. 562,051 — 5,439 — 5,439 — 5,439 Net income (loss) — — — 1,056 1,056 (1,893 ) (837 ) Balance at March 31, 2018 24,438,739 $ 24 $ 158,840 $ (37,114 ) $ 121,750 $ (16,719 ) $ 105,031 Common Stock – Total AAC Holdings, Inc. Additional Stockholders’ Non- Total Shares Paid-in Retained Equity of Controlling Stockholders’ Outstanding Amount Capital Deficit AAC Holdings, Inc. Interest Equity Balance at December 31, 2018 24,573,679 $ 25 $ 161,962 $ (97,574 ) $ 64,413 $ (22,140 ) $ 42,273 Common stock granted and issued under stock incentive plan, net of forfeitures (24,666 ) — 364 — 364 — 364 Common stock withheld for minimum statutory taxes — — — — — — — Effect of employee stock purchase plan 116,532 — 137 — 137 — 137 Net loss — — — (22,019 ) (22,019 ) (2,097 ) (24,116 ) Balance at March 31, 2019 24,665,545 $ 25 $ 162,463 $ (119,593 ) $ 42,895 $ (24,237 ) $ 18,658 Stock Based Compensation Plans The Company recognized $0.4 million and $0.8 million in equity-based compensation expense for the three months ended March 31, 2019 and 2018, respectively. As of March 31, 2019, there was $1.3 million of unrecognized compensation expense related to unvested restricted stock, which is expected to be recognized over the remaining weighted average vesting period of 1.3 years. A summary of share activity under the Plan is set forth below: Shares Weighted- Average Grant Date Fair Value Unvested at December 31, 2018 181,825 $ 10.20 Granted — — Vested — — Forfeitures (24,666 ) 10.26 Unvested at March 31, 2019 157,159 $ 10.19 Employee Stock Purchase Plan For the three months ended March 31, 2019 and 2018, the Company issued 116,532 and 27,900 shares, respectively, of the Company’s common stock under its Employee Stock Purchase Plan, as amended from time to time (“ESPP”). For both the three months ended March 31, 2019 and 2018, the Company recognized $0.1 million of compensation expense related to the ESPP. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. Income Taxes The provision for income taxes reflects an effective tax rate of 0.1% and 4.3% for the three months ended March 31, 2019 and 2018, respectively. The difference in the Company’s effective tax rate for the three months ended March 31, 2019, when compared to the prior year, was primarily due to the change in the valuation allowance the Company now maintains against certain state and federal deferred tax assets. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 15. Fair Value of Financial Instruments The carrying amounts reported at March 31, 2019 and December 31, 2018 for cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable and accrued liabilities approximate fair value because of the short-term maturity of these instruments. The Company has debt with variable interest rates. The fair value of this debt was measured using Level 2 inputs, including good faith estimates of the market value for the particular debt instrument, which represent the amount an independent market participant would provide based upon market observations and other factors relevant under the circumstances. The carrying value of such debt approximated its estimated fair value at March 31, 2019 and December 31, 2018. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 16. Commitments and Contingencies SEC Matter The Company provided general accounting, finance and governance documentation in response to a subpoena received from the SEC in March 2018. Following this initial document request, the Commission requested additional information pertaining to the Company’s accounting for partial payments from insurance companies, where the Company is continuing to pursue additional collections for the estimated balance. Beginning in the third quarter of 2018, the Company’s Audit Committee initiated a review of the Company’s accounting for these partial payments. The Audit Committee has completed this review. In connection with this review, the Audit Committee determined that the Company’s change in estimate of the collectability of accounts receivable relating to partial payments was appropriate. The Commission’s investigation is ongoing, and the Company is continuing to fully cooperate on this matter, including providing the Commission with information regarding the restatements of historical financial reports contained in the Company’s most recent Annual Report. The Commission’s investigation is neither an allegation of wrongdoing nor a finding that any violation of law has occurred. At this time, the Company is unable to predict the final outcome of this matter or what impact it might have on the Company’s consolidated financial position, results of operations or cash flows. Other Matters The Company is also aware of various other legal matters arising in the ordinary course of business. To cover these other types of claims as well as the legal matters referenced above, the Company maintains insurance it believes to be sufficient for its operations, although some claims may potentially exceed the scope of coverage in effect and the insurer may argue that some claims, including, without limitation, the claims described above, are excluded from coverage. Plaintiffs in these matters may also request punitive or other damages that may not be covered by insurance. Except as described above, after taking into consideration the evaluation of such matters by the Company’s legal counsel, the Company’s management believes at this time that the anticipated outcome of these matters will not have a material impact on the Company’s consolidated financial position, results of operations or cash flows. |
Basis of Presentation and Rec_2
Basis of Presentation and Recently Issued Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Going Concern | Going Concern The Company incurred a loss from operations and had negative cash flows from operations for the year ended December 31, 2018 and the first quarter of 2019, which has contributed to limited liquidity. This resulted primarily from declines in patient census during the second half of 2018 and into the first quarter of 2019. The Company’s revenue is directly impacted by its ability to maintain census, which is dependent on a variety of factors, many of which are outside of the Company’s control, including its referral relationships, average length of stay of its clients, the extent to which third-party payors require preadmission authorization or utilization review controls, competition in the industry, the effectiveness of the Company’s multi-faceted sales and marketing strategy and the individual decisions of the Company’s clients to seek and commit to treatment. On March 8, 2019 the Company entered into an incremental senior credit facility for a principal loan of $30 million which originally matured on March 31, 2020 and was subsequently amended to mature on April 15, 2020. The uncertainties associated with the factors described above raise substantial doubt about the Company's ability to continue as a going concern. In order for the Company to continue operations beyond the next twelve months and to be able to discharge its liabilities and commitments in the normal course of business, the Company must do some or all of the following: (i) improve operating results by increasing census while maintaining efficiency regarding operating expenses through the cost savings initiatives implemented in late 2018 and early 2019; (ii) execute strategic alternatives related to the Company’s real-estate portfolio which could include further sale leasebacks of individual facilities or larger portions of the company’s real estate portfolio (iii) sell additional non-core or non-essential assets; and/or (iv) obtain additional financing. There can be no assurance that the Company will be able to achieve any or all of the foregoing. The consolidated financial statements were prepared on a going concern basis in accordance with U.S. GAAP. The going concern basis of presentation assumes that the Company will continue in operation for the next twelve months and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. It does not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from its inability to continue as a going concern. |
Client Related Revenue | Client Related Revenue Client related revenue primarily consists of service charges related to providing addiction treatment and related services, including diagnostic laboratory services. As it relates to recognizing revenue, the Company’s contracts are with the individuals for whom the Company provides care. The majority of the Company’s contracts with clients have a single performance obligation because the promise to deliver services is not separately identifiable from other promises in the contracts. The Company’s performance obligations are satisfied over time as clients simultaneously receive and consume the benefits provided. Therefore, the Company recognizes revenue in the same period the services are performed, and there are no remaining performance obligations at period-end. Due to the nature of the industry, there are often more than two parties to the service transactions (including customers, providers and payors), and the estimation of revenue is complex and requires significant judgment. Management estimates variable consideration using the expected value method. The expected value method is used when an entity has a large number of contracts with similar characteristics, as is the case with the Company’s contracts. The transaction price is recorded based on the estimated ultimate value remaining after all uncertainty is resolved. The estimates of variable consideration are based largely on an assessment of the Company’s anticipated performance as well as historical, current, and forecasted information. The Company updates its estimate of the transaction price at the end of each reporting period, and any amounts allocated to a satisfied performance obligation are recognized as revenue or a reduction of revenue in the period in which the transaction price changes. The following tables summarize the composition of the Company’s client related revenue for inpatient treatment facility services, outpatient facility and sober living services, and client related diagnostic services. Inpatient treatment facility services include revenues from related professional services, and client related diagnostic services includes revenues from point of care services as well as laboratory services. For the three months ended March 31, 2019 and 2018 (in thousands): Three Months Ended March 31, 2019 Three Months Ended March 31, 2018 Amount % Amount % Inpatient treatment facility services $ 44,889 83.9 $ 66,874 85.0 Outpatient facility and sober living services 6,454 12.1 8,946 11.4 Client related diagnostic services 2,146 4.0 2,810 3.6 Total client related revenue $ 53,489 100.0 $ 78,630 100.0 |
Non-Client Related Revenue | Non-Client Related Revenue Non-client related revenue consists of diagnostic laboratory services provided to clients of third-party addiction treatment providers, addiction care treatment services for individuals in the criminal justice system and services provided to third-party behavioral health providers who use the Company’s digital outreach platforms. Revenue from diagnostic laboratory services provided to clients of third-party addiction treatment providers is recognized at the point in time when the order is completed. These contracts have a single performance obligation, and the transaction price is agreed upon between the Company and the third-party lab provider to services being rendered. Revenue for addiction care treatment services for individuals in the criminal justice system is recognized as services are provided in accordance with contracts with certain Massachusetts state agencies. Revenue from third-party behavioral health providers who use the Company’s digital outreach platforms is recognized over time as these customers simultaneously receive and consume the benefits of the services provided. The Company’s marketing contracts typically have one performance obligation. There are no significant judgments in determining the transaction price as the price is listed in the contract and not subject to change. |
Client Related Revenue and No_2
Client Related Revenue and Non-Client Related Revenue (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Standards Update 2014-09 | |
Summary of Composition of Client Related Revenue | The following tables summarize the composition of the Company’s client related revenue for inpatient treatment facility services, outpatient facility and sober living services, and client related diagnostic services. Inpatient treatment facility services include revenues from related professional services, and client related diagnostic services includes revenues from point of care services as well as laboratory services. For the three months ended March 31, 2019 and 2018 (in thousands): Three Months Ended March 31, 2019 Three Months Ended March 31, 2018 Amount % Amount % Inpatient treatment facility services $ 44,889 83.9 $ 66,874 85.0 Outpatient facility and sober living services 6,454 12.1 8,946 11.4 Client related diagnostic services 2,146 4.0 2,810 3.6 Total client related revenue $ 53,489 100.0 $ 78,630 100.0 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Components of Numerator and Denominator Used in Calculation of Basic and Diluted Earnings Per Share | The following table presents the components of the numerator and denominator used in the calculation of basic and diluted EPS for the three months ended March 31, 2019 and 2018 (in thousands, except share data): Three Months Ended March 31, 2019 2018 Numerator Net (loss) income attributable to AAC Holdings, Inc. common stockholders $ (22,019 ) $ 1,056 Denominator Weighted-average common shares outstanding – basic 24,495,613 23,744,208 Dilutive securities — 37,396 Weighted-average common shares outstanding – diluted 24,495,613 23,781,604 Basic (loss) earnings per common share $ (0.90 ) $ 0.04 Diluted (loss) earnings per common share $ (0.90 ) $ 0.04 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Unaudited Proforma Results | Error extracting Word content |
Schedule of Allocation of Assets Acquired and Liabilities Assumed | The allocation of assets acquired and liabilities assumed on the acquisition date, based on the fair value of AdCare, is as follows (in thousands): AdCare Acquisition Cash and cash equivalents $ 2,700 Accounts receivable 4,357 Prepaid expenses and other assets 996 Property and equipment 15,309 Goodwill 64,556 Intangible assets 5,120 Total assets acquired 93,038 Accrued and other current liabilities 5,931 Long-term liabilities 2,004 Net assets acquired $ 85,103 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Components of Property and Equipment | Property and equipment consisted of the following (in thousands): March 31, December 31, 2019 2018 Land $ 19,364 $ 19,364 Buildings and improvements 162,184 161,723 Equipment and software 30,717 35,059 Construction in progress 16,236 16,413 Total property and equipment 228,501 232,559 Less accumulated depreciation (65,456 ) (65,638 ) Property and equipment, net $ 163,045 $ 166,921 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Components of Lease Expense | Components of lease expense are as follows (in thousands): March 31, 2019 Operating lease cost $ 2,032 Finance lease cost Amortization of ROU assets 263 Interest on lease liabilities 33 Total finance lease cost $ 296 Total lease cost $ 2,328 |
Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases are as follows (in thousands): Component of Lease Balances Classification March 31, 2019 Assets: Operating lease assets Right-of-use asset - operating, net $ 29,442 Finance lease assets Other assets 1,064 Accumulated Amortization ROU asset Other assets (263 ) Total leased assets $ 30,243 Liabilities: Operating lease liabilities: current portion Current portion of lease liability - operating $ 5,076 long-term portion Lease liability - operating, net of current portion 29,411 Total Operating lease liabilities 34,487 Finance lease liabilities: current portion Accrued and other current liabilities $ 569 long-term portion Other long-term liabilities 270 Total Finance lease liabilities 839 Total lease liabilities $ 35,326 Weighted average remaining lease term Operating leases 8 years Finance leases 2 years Weighted average discount rate Operating leases 9.9 % Finance leases 20.9 % |
Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases are as follows (in thousands): March 31, 2019 Cash used in operating activities Operating leases $ 1,992 Finance leases 33 Cash used in financing activities Finance leases $ 238 Right-of-use assets recognized in exchange for new lease obligations Operating leases $ — Finance leases 65 |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities are as follows (in thousands): March 31, 2019 December 31, 2018 Finance Operating Capital Operating 2019 478 3,949 601 5,144 2020 231 4,158 200 4,158 2021 80 3,617 60 3,617 2022 26 3,768 12 3,768 2023 23 3,692 8 3,692 Thereafter 1 15,303 — 15,302 Total $ 839 $ 34,487 $ 881 $ 35,681 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The increase in goodwill during the three months ended March 31, 2018 is due to the AdCare Acquisition as shown below and discussed in Note 6. Acquisition (in thousands): Balance at December 31, 2017 $ 134,396 AdCare Acquisition $ 64,556 Balance at December 31, 2018 $ 198,952 2019 Activity — Balance at March 31, 2019 $ 198,952 |
Components of Other Identifiable Intangible Assets | Other identifiable intangible assets and related accumulated amortization consisted of the following as of March 31, 2019 and December 31, 2018 (in thousands): Gross Carrying Value Accumulated Amortization March 31, December 31, March 31, December 31, 2019 2018 2019 2018 Trademarks and trade names $ 7,552 $ 8,422 $ 2,726 $ 2,777 Non-compete agreements 1,777 2,107 1,445 1,583 Marketing intangibles 5,651 5,651 2,191 2,050 Leasehold interests 1,498 1,498 625 587 Service contracts 950 950 103 79 Other 601 601 105 90 $ 18,029 $ 19,229 $ 7,195 $ 7,166 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The following table presents amortization expense expected to be recognized subsequent to March 31, 2019 (in thousands): Fiscal Year Ended Expected Amortization Expense 2019 1,351 2020 1,798 2021 1,652 2022 1,532 2023 1,298 Thereafter 3,203 Total $ 10,834 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Summary of Debt Obligations | A summary of the Company’s debt obligations is as follows (in thousands): March 31, December 31, 2019 2018 Senior secured loans $ 346,159 $ 317,479 Subordinated debt 8,634 8,884 Unamortized deferred financing costs (12,829 ) (8,085 ) Capital lease obligations — 880 Total debt 341,964 319,158 Less current portion of long-term debt (332,925 ) (309,394 ) Long-term debt, net of current portion and deferred financing costs $ 9,039 $ 9,764 |
Financing Lease Obligation (Tab
Financing Lease Obligation (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Summary of Financing Lease Obligation | A summary of the Company’s financing lease obligation is as follows (in thousands): March 31, December 31, 2019 2018 Financing lease obligation: Sale-Leaseback facilities $ 24,516 $ 24,542 Less current portion (included in accrued and other current liabilities) (132 ) (121 ) Total Financing lease obligation, net of current portion $ 24,384 $ 24,421 |
Stockholders' Equity and Stoc_2
Stockholders' Equity and Stock Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Statement of Stockholder's Equity | The Company’s statement of stockholder’s equity for the three months ended March 31, 2018 and 2019. Common Stock – Total AAC Holdings, Inc. Additional Stockholders’ Non- Total Shares Paid-in Retained Equity of Controlling Stockholders’ Outstanding Amount Capital Deficit AAC Holdings, Inc. Interest Equity Balance at December 31, 2017 23,872,436 $ 24 $ 152,430 $ (38,170 ) $ 114,284 $ (14,826 ) $ 99,458 Common stock granted and issued under stock incentive plan, net of forfeitures (19,503 ) — 798 — 798 — 798 Common stock withheld for minimum statutory taxes (4,145 ) — (48 ) — (48 ) — (48 ) Effect of employee stock purchase plan 27,900 — 221 — 221 — 221 Common stock issued upon acquisition of AdCare, Inc. 562,051 — 5,439 — 5,439 — 5,439 Net income (loss) — — — 1,056 1,056 (1,893 ) (837 ) Balance at March 31, 2018 24,438,739 $ 24 $ 158,840 $ (37,114 ) $ 121,750 $ (16,719 ) $ 105,031 Common Stock – Total AAC Holdings, Inc. Additional Stockholders’ Non- Total Shares Paid-in Retained Equity of Controlling Stockholders’ Outstanding Amount Capital Deficit AAC Holdings, Inc. Interest Equity Balance at December 31, 2018 24,573,679 $ 25 $ 161,962 $ (97,574 ) $ 64,413 $ (22,140 ) $ 42,273 Common stock granted and issued under stock incentive plan, net of forfeitures (24,666 ) — 364 — 364 — 364 Common stock withheld for minimum statutory taxes — — — — — — — Effect of employee stock purchase plan 116,532 — 137 — 137 — 137 Net loss — — — (22,019 ) (22,019 ) (2,097 ) (24,116 ) Balance at March 31, 2019 24,665,545 $ 25 $ 162,463 $ (119,593 ) $ 42,895 $ (24,237 ) $ 18,658 |
Summary of Share Activity Under 2014 Equity Incentive Plan | A summary of share activity under the Plan is set forth below: Shares Weighted- Average Grant Date Fair Value Unvested at December 31, 2018 181,825 $ 10.20 Granted — — Vested — — Forfeitures (24,666 ) 10.26 Unvested at March 31, 2019 157,159 $ 10.19 |
Basis of Presentation and Rec_3
Basis of Presentation and Recently Issued Accounting Pronouncements - Additional Information (Details) | Mar. 08, 2019USD ($) | Mar. 31, 2019USD ($)ProfessionalGroup | Mar. 31, 2018USD ($)ProfessionalGroup | Dec. 31, 2018USD ($) |
Business And Basis Of Presentation [Line Items] | ||||
Assets | $ 480,224,000 | $ 452,277,000 | ||
Liabilities | 461,566,000 | 410,004,000 | ||
Net loss attributable to noncontrolling interest | $ 2,097,000 | $ 1,893,000 | ||
2019 Senior Credit Facility | ||||
Business And Basis Of Presentation [Line Items] | ||||
Credit facility borrowing capacity | $ 30,000,000 | |||
Senior credit facility maturity date | Apr. 15, 2020 | Mar. 31, 2020 | ||
VIEs | ||||
Business And Basis Of Presentation [Line Items] | ||||
Number of professional groups | ProfessionalGroup | 7 | 7 | ||
Assets | $ 1,700,000 | 1,500,000 | ||
Liabilities | 600,000 | $ 600,000 | ||
Net loss attributable to noncontrolling interest | $ 2,100,000 | $ 1,900,000 |
Client Related Revenue and No_3
Client Related Revenue and Non-Client Related Revenue - Summary of Composition of Client Related Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Health Care Organization Receivable And Revenue Disclosures [Line Items] | ||
Client Related Revenue, Amount | $ 55,370 | $ 81,187 |
Client Related Revenue | ||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | ||
Client Related Revenue, Amount | $ 53,489 | $ 78,630 |
Client Related Revenue, Percentage | 100.00% | 100.00% |
Client Related Revenue | Inpatient Treatment Facility Services | ||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | ||
Client Related Revenue, Amount | $ 44,889 | $ 66,874 |
Client Related Revenue, Percentage | 83.90% | 85.00% |
Client Related Revenue | Outpatient Facility and Sober Living Services | ||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | ||
Client Related Revenue, Amount | $ 6,454 | $ 8,946 |
Client Related Revenue, Percentage | 12.10% | 11.40% |
Client Related Revenue | Client Related Diagnostic Services | ||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | ||
Client Related Revenue, Amount | $ 2,146 | $ 2,810 |
Client Related Revenue, Percentage | 4.00% | 3.60% |
General and Administrative Co_2
General and Administrative Costs - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
General And Administrative Costs [Abstract] | ||
General and administrative expense | $ 16.4 | $ 22 |
Earnings (Loss) Per Share - Sch
Earnings (Loss) Per Share - Schedule of Components of Numerator and Denominator Used in Calculation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Numerator | ||
Net (loss) income attributable to AAC Holdings, Inc. common stockholders | $ (22,019) | $ 1,056 |
Denominator | ||
Weighted-average common shares outstanding – basic | 24,495,613 | 23,744,208 |
Dilutive securities | 37,396 | |
Weighted-average common shares outstanding – diluted | 24,495,613 | 23,781,604 |
Basic (loss) earnings per common share | $ (0.90) | $ 0.04 |
Diluted (loss) earnings per common share | $ (0.90) | $ 0.04 |
Earnings (Loss) Per Share - Add
Earnings (Loss) Per Share - Additional Information (Details) - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Earnings Per Share [Abstract] | ||
Potentially anti-dilutive shares excluded from calculation of earnings per share | 27,396 | 37,396 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) $ / shares in Units, $ in Thousands | Mar. 01, 2018USD ($)BedCenter$ / sharesshares | Mar. 31, 2018USD ($) |
Business Acquisition [Line Items] | ||
Consideration paid in cash, excluding expenses and other adjustments | $ 65,185 | |
AdCare, Inc. and AdCare Holding Trust | ||
Business Acquisition [Line Items] | ||
Consideration paid | $ 85,100 | |
Consideration paid in cash, excluding expenses and other adjustments | 66,800 | |
AdCare, Inc. and AdCare Holding Trust | Accrued and Other Current Liabilities | ||
Business Acquisition [Line Items] | ||
Contingent consideration | 500 | |
AdCare, Inc. and AdCare Holding Trust | AdCare Note | ||
Business Acquisition [Line Items] | ||
Aggregate principal amount of promissory note | 9,600 | |
AdCare, Inc. and AdCare Holding Trust | Common Stock | ||
Business Acquisition [Line Items] | ||
Consideration paid in shares, amount | $ 5,400 | |
Consideration paid in shares | shares | 562,051 | |
Average closing stock price | $ / shares | $ 9.68 | |
AdCare, Inc. and AdCare Holding Trust | Massachusetts | ||
Business Acquisition [Line Items] | ||
Date of acquisition | Mar. 1, 2018 | |
Number of bed capacity in acquired hospital | Bed | 114 | |
Number of outpatient centers acquired | Center | 5 | |
AdCare, Inc. and AdCare Holding Trust | Rhode Island | ||
Business Acquisition [Line Items] | ||
Number of outpatient centers acquired | Center | 2 | |
Number of bed capacity in acquired residential inpatient treatment center | Bed | 59 |
Acquisitions - Schedule of Allo
Acquisitions - Schedule of Allocation of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 01, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 198,952 | $ 198,952 | $ 134,396 | |
AdCare, Inc. and AdCare Holding Trust | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 2,700 | |||
Accounts receivable | 4,357 | |||
Prepaid expenses and other assets | 996 | |||
Property and equipment | 15,309 | |||
Goodwill | 64,556 | |||
Intangible assets | 5,120 | |||
Total assets acquired | 93,038 | |||
Accrued and other current liabilities | 5,931 | |||
Long-term liabilities | 2,004 | |||
Net assets acquired | $ 85,103 |
Accounts Receivable - Additiona
Accounts Receivable - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Commercial Insurance Company | |||
Accounts Notes And Loans Receivable [Line Items] | |||
Accounts receivable, net of allowance for doubtful accounts | $ 0.9 | $ 2.2 | |
Revenues | |||
Accounts Notes And Loans Receivable [Line Items] | |||
Percentage of revenues reimbursed | 10.00% | 10.00% |
Property and Equipment, Net - C
Property and Equipment, Net - Components of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 228,501 | $ 232,559 |
Less accumulated depreciation | (65,456) | (65,638) |
Property and equipment, net | 163,045 | 166,921 |
Land | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 19,364 | 19,364 |
Buildings and Improvements | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 162,184 | 161,723 |
Equipment and Software | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 30,717 | 35,059 |
Construction in progress | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 16,236 | $ 16,413 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Property Plant And Equipment [Abstract] | ||
Depreciation expense | $ 3.6 | $ 5.1 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Jan. 01, 2019 | |
Lessee Lease Description [Line Items] | ||
Right-of-use assets - operating, net | $ 29,442 | $ 32,900 |
Operating lease liabilities | $ 34,487 | $ 38,000 |
Operating lease existence of option to extend lease term | true | |
Finance lease existence of option to extend lease term | true | |
Minimum | Property And Equipment | ||
Lessee Lease Description [Line Items] | ||
Operating lease remaining life | 6 months | |
Minimum | Equipment And Vehicles | ||
Lessee Lease Description [Line Items] | ||
Finance lease remaining life | 6 months | |
Maximum | Property And Equipment | ||
Lessee Lease Description [Line Items] | ||
Operating lease remaining life | 11 years | |
Maximum | Equipment And Vehicles | ||
Lessee Lease Description [Line Items] | ||
Finance lease remaining life | 11 years |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 2,032 |
Finance lease cost | |
Amortization of ROU assets | 263 |
Interest on lease liabilities | 33 |
Total finance lease cost | 296 |
Total lease cost | $ 2,328 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Leases (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Jan. 01, 2019 | |
Assets: | ||
Operating lease assets | $ 29,442 | $ 32,900 |
Finance lease assets | $ 1,064 | |
Finance lease, right-of-use asset, statement of financial position [Extensible List] | us-gaap:OtherAssetsNoncurrent | |
Accumulated Amortization ROU asset | $ (263) | |
Total leased assets | 30,243 | |
Operating lease liabilities: | ||
Current portion of lease liability - operating | 5,076 | |
Lease liability - operating, net of current portion | 29,411 | |
Total Operating lease liabilities | 34,487 | $ 38,000 |
Finance lease liabilities: | ||
current portion | $ 569 | |
Finance lease, liability, current, statement of financial position [Extensible List] | aac:AccruedLiabilitiesAndOtherCurrentLiabilities | |
long-term portion | $ 270 | |
Finance lease, liability, noncurrent, statement of financial position [Extensible List] | us-gaap:OtherLiabilitiesNoncurrent | |
Total Finance lease liabilities | $ 839 | |
Total lease liabilities | $ 35,326 | |
Weighted average remaining lease term | ||
Operating leases | 8 years | |
Finance leases | 2 years | |
Weighted average discount rate | ||
Operating leases | 9.90% | |
Finance leases | 20.90% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information Related to Leases (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Cash used in operating activities | |
Operating leases | $ 1,992 |
Finance leases | 33 |
Cash used in financing activities | |
Finance leases | 238 |
Right-of-use assets recognized in exchange for new lease obligations | |
Finance leases | $ 65 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Finance Lease Liabilities, Payments, Due [Abstract] | ||
2019 | $ 478 | |
2020 | 231 | |
2021 | 80 | |
2022 | 26 | |
2023 | 23 | |
Thereafter | 1 | |
Total | 839 | |
Operating Lease Liabilities, Payments Due [Abstract] | ||
2019 | 3,949 | |
2020 | 4,158 | |
2021 | 3,617 | |
2022 | 3,768 | |
2023 | 3,692 | |
Thereafter | 15,303 | |
Total | $ 34,487 | |
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
2019 | $ 601 | |
2020 | 200 | |
2021 | 60 | |
2022 | 12 | |
2023 | 8 | |
Total | 881 | |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
2019 | 5,144 | |
2020 | 4,158 | |
2021 | 3,617 | |
2022 | 3,768 | |
2023 | 3,692 | |
Thereafter | 15,302 | |
Total | $ 35,681 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019USD ($)Segment | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Intangible assets | $ 0 | |||
Impairment charge | $ 0 | $ 0 | ||
Number of operating segments | Segment | 1 | |||
Number of reportable segments | Segment | 1 | |||
Goodwill | $ 198,952,000 | $ 198,952,000 | $ 134,396,000 | |
Amortization expense | $ 500,000 | $ 400,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Beginning balance | $ 134,396 |
AdCare Acquisition | 64,556 |
Ending balance | $ 198,952 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Components of Other Identifiable Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 18,029 | $ 19,229 |
Accumulated Amortization | 7,195 | 7,166 |
Trademarks and trade names | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 7,552 | 8,422 |
Accumulated Amortization | 2,726 | 2,777 |
Non-compete agreements | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 1,777 | 2,107 |
Accumulated Amortization | 1,445 | 1,583 |
Marketing Intangibles | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 5,651 | 5,651 |
Accumulated Amortization | 2,191 | 2,050 |
Leasehold interests | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 1,498 | 1,498 |
Accumulated Amortization | 625 | 587 |
Service contracts | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 950 | 950 |
Accumulated Amortization | 103 | 79 |
Other | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 601 | 601 |
Accumulated Amortization | $ 105 | $ 90 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Finite Lived Intangible Assets Future Amortization Expense (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2019 | $ 1,351 |
2020 | 1,798 |
2021 | 1,652 |
2022 | 1,532 |
2023 | 1,298 |
Thereafter | 3,203 |
Total | $ 10,834 |
Debt - Summary of Debt Obligati
Debt - Summary of Debt Obligations (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Line Of Credit Facility [Line Items] | ||
Unamortized deferred financing costs | $ (12,829) | $ (8,085) |
Capital lease obligations | 880 | |
Total debt | 341,964 | 319,158 |
Less current portion of long-term debt | (332,925) | (309,394) |
Long-term debt, net of current portion and deferred financing costs | 9,039 | 9,764 |
Senior Secured Term Loan | ||
Line Of Credit Facility [Line Items] | ||
Long term debt | 346,159 | 317,479 |
Subordinated Debt | ||
Line Of Credit Facility [Line Items] | ||
Subordinated debt | $ 8,634 | $ 8,884 |
Debt - Senior Credit Facility -
Debt - Senior Credit Facility - Additional Information (Details) - USD ($) | Mar. 08, 2019 | Mar. 31, 2019 |
Line Of Credit Facility [Line Items] | ||
Proceeds from senior credit facility | $ 24,284,000 | |
2019 Senior Credit Facility | ||
Line Of Credit Facility [Line Items] | ||
Credit facility borrowing capacity | $ 30,000,000 | |
Senior credit facility maturity date | Apr. 15, 2020 | Mar. 31, 2020 |
Proceeds from senior credit facility | $ 23,000,000 | |
Interest rate | 1.00% | |
Percentage of exit payment for outstanding principal amount | 1.00% | |
Percentage of additional exit payment for end of each 30-day period after the nine-month anniversary | 1.00% | |
2019 Senior Credit Facility | Maximum | Last Day of Fiscal Quarter Ending June 30, 2019 | ||
Line Of Credit Facility [Line Items] | ||
Senior Secured Leverage Ratio | 775.00% | |
2019 Senior Credit Facility | Maximum | Last Day of Fiscal Quarter Ending September 30, 2019 | ||
Line Of Credit Facility [Line Items] | ||
Senior Secured Leverage Ratio | 650.00% | |
2019 Senior Credit Facility | Maximum | Last Day of Fiscal Quarter Ending December 31, 2019 | ||
Line Of Credit Facility [Line Items] | ||
Senior Secured Leverage Ratio | 625.00% | |
2019 Senior Credit Facility | Maximum | Last Day of Fiscal Quarter Ending March 31, 2020 | ||
Line Of Credit Facility [Line Items] | ||
Senior Secured Leverage Ratio | 575.00% | |
2019 Senior Credit Facility | Maximum | Last Day of Fiscal Quarter Ending June 30, 2020 | ||
Line Of Credit Facility [Line Items] | ||
Senior Secured Leverage Ratio | 550.00% | |
2019 Senior Credit Facility | Maximum | Last Day of Fiscal Quarters Ending September 30, 2020 and December 31, 2020 | ||
Line Of Credit Facility [Line Items] | ||
Senior Secured Leverage Ratio | 525.00% | |
2019 Senior Credit Facility | Maximum | Last Day of Fiscal Quarters Ending March 31 and June 30, 2021 | ||
Line Of Credit Facility [Line Items] | ||
Senior Secured Leverage Ratio | 500.00% | |
2019 Senior Credit Facility | Maximum | Last Day of each Fiscal Quarter Ending on and After December 31, 2020 | ||
Line Of Credit Facility [Line Items] | ||
Senior Secured Leverage Ratio | 475.00% | |
2019 Senior Credit Facility | Minimum | Revolving Loans under 2017 Credit Facility | ||
Line Of Credit Facility [Line Items] | ||
Credit facility borrowing capacity | $ 5,000 | |
2019 Senior Credit Facility | Minimum | Available Liquidity | ||
Line Of Credit Facility [Line Items] | ||
Credit facility borrowing capacity | $ 7,500 | |
2019 Senior Credit Facility | London Interbank Offered Rate (LIBOR) | ||
Line Of Credit Facility [Line Items] | ||
Interest rate | 11.00% |
Debt - Amendments to the 2017 C
Debt - Amendments to the 2017 Credit Facility - Additional Information (Details) - Amendments to the 2017 Credit Facility - USD ($) $ in Millions | Mar. 08, 2019 | Mar. 31, 2019 | Mar. 01, 2018 |
Line Of Credit Facility [Line Items] | |||
Payable in cash | 2.00% | ||
Senior secured leverage ratio condition is satisfied | 1.00% | ||
Payable-in-kind | 4.00% | ||
Incremental Term Loan | AdCare, Inc | |||
Line Of Credit Facility [Line Items] | |||
Credit facility borrowing capacity | $ 65 | ||
Deferred financing costs | $ 2.6 | ||
Paid on or Prior to First Anniversary of Closing of Amendment | |||
Line Of Credit Facility [Line Items] | |||
Premium percentage for repayment of outstanding loan | 2.00% | ||
Paid After First Anniversary but Before Second Anniversary of Closing of Amendment | |||
Line Of Credit Facility [Line Items] | |||
Premium percentage for repayment of outstanding loan | 1.00% | ||
2017 Revolver | |||
Line Of Credit Facility [Line Items] | |||
Quarterly commitment fee on undrawn amounts, percentage | 1.00% | 0.50% |
Debt - Credit Facility - Additi
Debt - Credit Facility - Additional Information (Details) - USD ($) $ in Millions | Oct. 17, 2017 | Jun. 30, 2017 | Nov. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2019 | Oct. 06, 2017 | Sep. 25, 2017 |
2017 Revolver | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Interest rate | 3.375% | 6.75% | ||||||
2017 Revolver | AdCare, Inc | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Business acquisition secured financing commitment subject to customary closing costs and regulatory provisions | $ 65 | |||||||
2017 Credit Facility | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Yield maintenance premium period | 1 year | |||||||
Debt issuance costs | $ 12.9 | |||||||
2017 Credit Facility | First Anniversary of Closing But Before Second Anniversary of Closing | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Premium percentage for repayment of outstanding loan | 2.00% | |||||||
2017 Credit Facility | Second Anniversary of Closing But Before Third Anniversary of Closing | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Premium percentage for repayment of outstanding loan | 1.00% | |||||||
2017 Credit Facility | 2017 Term Loan | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Credit facility borrowing capacity | $ 210 | $ 210 | $ 210 | |||||
Revolving line of credit maturity date | Jun. 30, 2023 | |||||||
Interest rate | 1.00% | 1.00% | 1.00% | |||||
Debt issuance costs | $ 7.6 | |||||||
2017 Credit Facility | 2017 Term Loan | Base Rate | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Interest rate | 5.75% | |||||||
2017 Credit Facility | 2017 Term Loan | London Interbank Offered Rate (LIBOR) | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Interest rate | 6.75% | |||||||
2017 Credit Facility | 2017 Term Loan | September 30, 2017 through June 30, 2019 | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Monthly principal payments | $ 1.7 | |||||||
2017 Credit Facility | 2017 Term Loan | September 30, 2019 through March 31, 2023 | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Monthly principal payments | 3.4 | |||||||
2017 Credit Facility | Incremental Term Loan | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Additional maximum borrowing amount under satisfaction of certain conditions | $ 25 | $ 25 | 25 | |||||
2017 Credit Facility | Incremental Term Loan | Minimum | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Senior secured leverage ratio | 390.00% | |||||||
2017 Credit Facility | Standby Letters of Credit | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Credit facility borrowing capacity | $ 7 | |||||||
2017 Credit Facility | 2017 Revolver | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Credit facility borrowing capacity | 40 | $ 40 | 40 | |||||
Credit facility borrowing capacity | 55 | |||||||
Revolving line of credit maturity date | Jun. 30, 2022 | |||||||
Revolver outstanding loans | $ 52 | |||||||
Commitment fee on undrawn amounts, percentage | 0.50% | |||||||
Debt issuance costs | 5.3 | |||||||
Letters of credit outstanding | $ 2.9 | |||||||
2017 Credit Facility | 2017 Revolver | Base Rate | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Interest rate | 5.00% | |||||||
2017 Credit Facility | 2017 Revolver | London Interbank Offered Rate (LIBOR) | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Interest rate | 6.00% | |||||||
2017 Credit Facility | 2017 Revolver | Incremental Revolver | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Credit facility borrowing capacity | 40 | $ 40 | 40 | |||||
Credit facility borrowing capacity | $ 55 | |||||||
Additional maximum borrowing amount under satisfaction of certain conditions | $ 15 | $ 15 | $ 15 |
Debt - Subordinated Note - Addi
Debt - Subordinated Note - Additional Information (Details) - AdCare, Inc - AdCare Note $ in Millions | Mar. 01, 2018USD ($) |
Line Of Credit Facility [Line Items] | |
Date of acquisition | Mar. 1, 2018 |
Debt instrument, face amount | $ 9.6 |
Maturity Date | Sep. 29, 2023 |
Interest rate | 5.00% |
Financing Lease Obligation - Ad
Financing Lease Obligation - Additional Information (Details) $ in Thousands | Aug. 09, 2017USD ($)FacilityRenewal | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Sale Leaseback Transaction [Line Items] | |||
Sale-leaseback transaction, date | August 9, 2017 | ||
Sale-leaseback transaction, value | $ 25,000 | ||
Sale-leaseback transaction, assets description | drug and alcohol rehabilitation outpatient facilities and two sober living facilities: the Desert Hope Facility and Resolutions Las Vegas, each located in Las Vegas, Nevada, and the Greenhouse Facility and Resolutions Arlington, each located in Arlington, Texas (collectively, the “Sale-Leaseback Facilities”). | ||
Number of drug and alcohol rehabilitation outpatient facilities sold | Facility | 2 | ||
Number of sober living facilities sold | Facility | 2 | ||
Sale-leaseback transaction, operating lease term | 15-year | ||
Sale-leaseback transaction, number of separate renewals | Renewal | 2 | ||
Sale-leaseback transaction, each renewal term | 5 years | ||
Sale-leaseback transaction, initial annual minimum rent payable | $ 2,200 | ||
Sale-leaseback transaction, equal monthly installments | $ 200 | ||
Sale-leaseback transaction, percentage of rent increase annually in years one to three | 1.50% | ||
Sale-leaseback financing obligation, proceeds | $ 25,000 | ||
Sale-leaseback financing obligation, transaction costs | 400 | ||
Sale-leaseback financing obligation, short term liability | $ 132 | $ 121 | |
Minimum | |||
Sale Leaseback Transaction [Line Items] | |||
Sale-leaseback transaction, percentage of rent increase annually in years four and thereafter | 1.50% | ||
Maximum | |||
Sale Leaseback Transaction [Line Items] | |||
Sale-leaseback transaction, percentage of rent increase annually in years four and thereafter | 3.00% |
Financing Lease Obligation - Su
Financing Lease Obligation - Summary of Financing Lease Obligation (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
Financing lease obligation: Sale-Leaseback facilities | $ 24,516 | $ 24,542 |
Less current portion (included in accrued and other current liabilities) | (132) | (121) |
Total Financing lease obligation, net of current portion | $ 24,384 | $ 24,421 |
Stockholders' Equity and Stoc_3
Stockholders' Equity and Stock Based Compensation - Statement of Stockholder's Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Balance | $ 42,273 | $ 99,458 |
Common stock granted and issued under stock incentive plan, net of forfeitures, amount | 364 | 798 |
Common stock withheld for minimum statutory taxes | (48) | |
Effect of employee stock purchase plan | 137 | 221 |
Common stock issued upon acquisition of AdCare, Inc. | 5,439 | |
Net loss | (24,116) | (837) |
Balance | 18,658 | 105,031 |
Common Stock | ||
Balance | $ 25 | $ 24 |
Balance, shares | 24,573,679 | 23,872,436 |
Common stock granted and issued under stock incentive plan, net of forfeitures, share | (24,666) | (19,503) |
Common stock withheld for minimum statutory taxes, shares | (4,145) | |
Effect of employee stock purchase plan, shares | 116,532 | 27,900 |
Common stock issued upon acquisition of AdCare, Inc. shares | 562,051 | |
Balance | $ 25 | $ 24 |
Balance, shares | 24,665,545 | 24,438,739 |
Additional Paid-in Capital | ||
Balance | $ 161,962 | $ 152,430 |
Common stock granted and issued under stock incentive plan, net of forfeitures, amount | 364 | 798 |
Common stock withheld for minimum statutory taxes | (48) | |
Effect of employee stock purchase plan | 137 | 221 |
Common stock issued upon acquisition of AdCare, Inc. | 5,439 | |
Balance | 162,463 | 158,840 |
Retained Deficit | ||
Balance | (97,574) | (38,170) |
Net loss | (22,019) | 1,056 |
Balance | (119,593) | (37,114) |
Total Stockholders' Equity of AAC Holdings, Inc. | ||
Balance | 64,413 | 114,284 |
Common stock granted and issued under stock incentive plan, net of forfeitures, amount | 364 | 798 |
Common stock withheld for minimum statutory taxes | (48) | |
Effect of employee stock purchase plan | 137 | 221 |
Common stock issued upon acquisition of AdCare, Inc. | 5,439 | |
Net loss | (22,019) | 1,056 |
Balance | 42,895 | 121,750 |
Non-Controlling Interest | ||
Balance | (22,140) | (14,826) |
Net loss | (2,097) | (1,893) |
Balance | $ (24,237) | $ (16,719) |
Stockholders' Equity and Stoc_4
Stockholders' Equity and Stock Based Compensation - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Compensation expense | $ 0.4 | $ 0.8 |
Employee Stock Purchase Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Compensation expense | $ 0.1 | $ 0.1 |
Employee stock purchase plan, shares issued | 116,532 | 27,900 |
2014 Equity Incentive Plan | Restricted Common Stock | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unrecognized compensation expenses | $ 1.3 | |
Weighted average life of remaining vesting period | 1 year 3 months 18 days |
Stockholders' Equity and Stoc_5
Stockholders' Equity and Stock Based Compensation - Summary of Share Activity Under 2014 Equity Incentive Plan (Details) | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Nonvested, Number of Shares [Roll Forward] | |
Beginning Balance, Shares | shares | 181,825 |
Forfeitures, Shares | shares | (24,666) |
Ending Balance, Shares | shares | 157,159 |
Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Beginning Balance, Weighted-Average Grant Date Fair Value | $ / shares | $ 10.20 |
Forfeitures, Weighted-Average Grant Date Fair Value | $ / shares | 10.26 |
Ending Balance, Weighted-Average Grant Date Fair Value | $ / shares | $ 10.19 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rates on provision for income taxes | 0.10% | 4.30% |