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Delaware
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27-2170749
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(State or other jurisdiction of
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(IRS Employer
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incorporation or organization)
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Identification Number)
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500 Cummings Center, Suite 6550
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Beverly, Massachusetts
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01915
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(Address of principal executive offices)
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(Zip code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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ARA
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New York Stock Exchange
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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Smaller reporting company
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☒
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Emerging growth company
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☒
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PAGE
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•
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Revenue recognition and accounts receivable - Our methodology for reserving for contractual allowances did not reconcile revenue and accounts receivable to our collection experience and actual cash collections. The restated amounts for each of the Restated Periods consider actual cash collections associated with the dates of service in each relevant period.
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•
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Noncontrolling interests subject to puts - Based on the adjustments related to revenue recognition and accounts receivable, we adjusted the estimated fair value of noncontrolling interests subject to puts for the relevant periods. In addition, we did not correctly account for noncontrolling interests subject to put provisions during the Restated Periods, therefore we have reclassified certain equity balances. The reclassifications had no impact on income before income taxes or net income.
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•
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Clinic dispositions - Our gain or loss calculation for the sale and/or closure of dialysis clinics did not consider all relevant accounts. The restated amounts for each of the Restated Periods include the impact of all relevant accounts, including goodwill.
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•
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Income taxes - Adjustments to income taxes were made for the income tax effects of the revenue recognition and accounts receivable adjustments described above. In addition, we did not correctly account for certain income tax provisions during the Restated Periods, causing income tax expenses and related interest to be accrued incorrectly in those periods.
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•
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Net income attributable to noncontrolling interests - The adjustments related to net income attributable to noncontrolling interests are due to the impacts of the other adjustments noted above.
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•
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All other restatement adjustments - We had adjustments not otherwise described above that are individually insignificant to previously reported income from operations before income taxes.
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•
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Clinic dispositions - In addition to the adjustment noted above related to clinic dispositions, in certain circumstances, we presented the gain or loss as a component of patient care costs rather than as a component of general and administrative expenses. We have reclassified the adjusted gain or loss to general and administrative expenses where applicable. The reclassifications had no impact on income before income taxes or net income.
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•
|
Non-income-based tax - We reclassified non-income-based tax expenses that were misclassified as income tax expense to general and administrative expense and patient care costs as applicable. The reclassifications had no impact on net income.
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(in thousands)
|
|
Cumulative Pre-Tax Impact
|
|
Nine Months Ended September 30, 2018
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
|
Year Ended December 31, 2014
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|
Year Ended December 31, 2013 and Prior
|
||||||||||||||
As previously reported - Income before income taxes
|
|
|
|
$
|
32,307
|
|
|
$
|
83,877
|
|
|
$
|
87,452
|
|
|
$
|
105,450
|
|
|
$
|
95,264
|
|
|
|
||||
Revenue recognition and accounts receivable
|
|
$
|
6,191
|
|
|
(26,790
|
)
|
|
(16,103
|
)
|
|
17,012
|
|
|
13,715
|
|
|
(1,656
|
)
|
|
$
|
20,013
|
|
|||||
Clinic dispositions
|
|
(30
|
)
|
|
261
|
|
|
(139
|
)
|
|
—
|
|
|
—
|
|
|
(62
|
)
|
|
(90
|
)
|
|||||||
All other restatement adjustments
|
|
(81
|
)
|
|
—
|
|
|
(22
|
)
|
|
(31
|
)
|
|
(344
|
)
|
|
(336
|
)
|
|
652
|
|
|||||||
Non-income-based tax reclassifications
|
|
(727
|
)
|
|
(5
|
)
|
|
(6
|
)
|
|
(288
|
)
|
|
(244
|
)
|
|
(184
|
)
|
|
—
|
|
|||||||
Total restatement adjustments excluding income taxes
|
|
$
|
5,353
|
|
|
(26,534
|
)
|
|
(16,270
|
)
|
|
16,693
|
|
|
13,127
|
|
|
(2,238
|
)
|
|
$
|
20,575
|
|
|||||
As restated - Income before income taxes
|
|
|
|
$
|
5,773
|
|
|
$
|
67,607
|
|
|
$
|
104,145
|
|
|
$
|
118,577
|
|
|
$
|
93,026
|
|
|
|
|
|
As of
|
|
As of December 31,
|
||||||||||||||||||||
(in thousands)
|
|
September 30, 2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
As previously reported - Accumulated deficit
|
|
$
|
(140,003
|
)
|
|
$
|
(123,789
|
)
|
|
$
|
(128,646
|
)
|
|
$
|
(128,261
|
)
|
|
$
|
(136,576
|
)
|
|
$
|
(152,773
|
)
|
Revenue recognition and accounts receivable
|
|
6,191
|
|
|
32,981
|
|
|
49,084
|
|
|
32,072
|
|
|
18,357
|
|
|
20,013
|
|
||||||
Clinic dispositions
|
|
183
|
|
|
(1,579
|
)
|
|
(55
|
)
|
|
(55
|
)
|
|
396
|
|
|
(90
|
)
|
||||||
Income tax adjustments
|
|
(9,293
|
)
|
|
(12,792
|
)
|
|
(11,274
|
)
|
|
(7,725
|
)
|
|
(1,129
|
)
|
|
(3,503
|
)
|
||||||
Impact of adjustments on noncontrolling interests
|
|
(21,130
|
)
|
|
(30,709
|
)
|
|
(40,399
|
)
|
|
(18,304
|
)
|
|
(14,455
|
)
|
|
(7,650
|
)
|
||||||
Other restatement adjustments
|
|
(6
|
)
|
|
(10
|
)
|
|
(11
|
)
|
|
(6
|
)
|
|
326
|
|
|
652
|
|
||||||
As restated - Accumulated deficit
|
|
$
|
(163,878
|
)
|
|
$
|
(135,898
|
)
|
|
$
|
(131,301
|
)
|
|
$
|
(122,279
|
)
|
|
$
|
(133,081
|
)
|
|
$
|
(143,351
|
)
|
•
|
Revenue, Accounts Receivable and Amounts due to Payors
|
•
|
Accounting for Income Taxes
|
•
|
Noncontrolling Interests
|
•
|
Journal Entries
|
•
|
revenue recognition (including accounting for accounts receivable and related reserves and amounts due to payors);
|
•
|
accounting for income taxes;
|
•
|
recording of balances impacted by noncontrolling interests, including noncontrolling interests subject to put rights; and
|
•
|
review and approval of journal entries.
|
•
|
Take good care of the patients and the financial success will follow.
|
•
|
Enable the nephrologist to practice as he/she deems appropriate.
|
•
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Provide the nephrologist the autonomy to make operational decisions.
|
•
|
Acknowledge that clinic staff members are a critical and valuable asset; do everything possible to hire and retain the best possible staff.
|
•
|
Listen to the practitioners and provide the tools needed to take excellent care of their patients.
|
•
|
The corporate office works for our staff, our doctors and our patients.
|
•
|
High‑quality patient care: Provided by well‑qualified nephrologists adhering to best practices
|
•
|
Well‑trained and professional clinical staff: Focused on patient care and comfort
|
•
|
Consistent clinical outcomes: Meet or exceed Centers for Medicare and Medicaid Services (“CMS”) core measures
|
•
|
Attractive and comfortable facilities: Conveniently located within communities and equipped with state‑of‑the‑art amenities
|
•
|
Flexible schedules: Treatment schedules that accommodate patients’ convenience
|
•
|
Continuity of care: Continuity of care and consistent experience supported by minimal voluntary turnover of nephrologists and clinicians
|
•
|
Clinical and operational autonomy: To focus on delivering high‑quality patient care
|
•
|
Outstanding clinical support: From well‑qualified and motivated clinical staff
|
•
|
Experienced managerial and operational support: For key functions such as clinical and technical services, billing, collections, payor contracting, regulatory and compliance
|
•
|
Proactive education to patients of physicians: On insurance coverage to help alleviate cost and scope of coverage concerns
|
•
|
Attractive work environment: Empowerment through partnership model to maximize patient care while optimizing clinic operating efficiency and driving practice growth
|
•
|
Cost containment: Provide high‑quality care in an outpatient setting
|
•
|
Quality care: Consistent high‑quality clinical outcomes
|
•
|
Robust billing compliance: Adherence to stringent billing, reimbursement and related compliance procedures.
|
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
|
2006
|
|
2005
|
|
2004
|
|
2003 and Prior
|
||||||||||||||||
Clinics (period end)
|
|
241
|
|
|
228
|
|
|
214
|
|
|
192
|
|
|
175
|
|
|
150
|
|
|
129
|
|
|
108
|
|
|
93
|
|
|
83
|
|
|
75
|
|
|
64
|
|
|
53
|
|
|
43
|
|
|
31
|
|
|
27
|
|
De novo added
|
|
13
|
|
|
15
|
|
|
20
|
|
|
16
|
|
|
15
|
|
|
17
|
|
|
16
|
|
|
12
|
|
|
8
|
|
|
7
|
|
|
12
|
|
|
11
|
|
|
5
|
|
|
9
|
|
|
5
|
|
|
16
|
|
Acquired
|
|
1
|
|
|
3
|
|
|
2
|
|
|
2
|
|
|
11
|
|
|
5
|
|
|
6
|
|
|
3
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
2
|
|
|
5
|
|
|
3
|
|
|
1
|
|
|
12
|
|
Sold, merged or closed
|
|
(1
|
)
|
|
(4
|
)
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(1
|
)
|
Patients (period end)
|
|
16,543
|
|
|
15,637
|
|
|
14,590
|
|
|
13,151
|
|
|
11,581
|
|
|
10,095
|
|
|
8,942
|
|
|
7,374
|
|
|
6,628
|
|
|
5,405
|
|
|
4,545
|
|
|
3,740
|
|
|
3,041
|
|
|
2,548
|
|
|
2,048
|
|
|
1,716
|
|
State
|
|
Clinics
|
|
State
|
|
Clinics
|
|
State
|
|
Clinics
|
|||
Arizona
|
|
2
|
|
|
Kentucky
|
|
7
|
|
|
Pennsylvania
|
|
16
|
|
California
|
|
6
|
|
|
Louisiana
|
|
2
|
|
|
Rhode Island
|
|
9
|
|
Colorado
|
|
13
|
|
|
Maryland
|
|
5
|
|
|
South Carolina
|
|
11
|
|
Connecticut
|
|
3
|
|
|
Massachusetts
|
|
14
|
|
|
Texas
|
|
26
|
|
Delaware
|
|
2
|
|
|
Michigan
|
|
5
|
|
|
Virginia
|
|
6
|
|
Florida
|
|
44
|
|
|
Missouri
|
|
2
|
|
|
Washington, D.C.
|
|
2
|
|
Georgia
|
|
20
|
|
|
New Jersey
|
|
5
|
|
|
West Virginia
|
|
1
|
|
Idaho
|
|
1
|
|
|
New York
|
|
9
|
|
|
Wisconsin
|
|
1
|
|
Illinois
|
|
3
|
|
|
Ohio
|
|
17
|
|
|
|
|
|
|
Indiana
|
|
7
|
|
|
Oklahoma
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
|
|
241
|
|
•
|
allocation and distribution of profits and losses;
|
•
|
procedures and conditions for the sale of membership interests;
|
•
|
voting procedures; and
|
•
|
establishment of a managing committee, in order to control the business and affairs of the clinic.
|
•
|
a sale, transfer, liquidation or reorganization of all or substantially all of the clinic, or a merger or dissolution of the clinic;
|
•
|
a lease of all or substantially all of the assets of the clinic;
|
•
|
the admission of a new or substituted member;
|
•
|
an amendment or modification of the applicable operating agreement or the constituent documents for the clinic;
|
•
|
certain transactions with affiliates; and
|
•
|
any capital calls except to the extent specifically provided in the applicable operating agreement.
|
•
|
knowingly presents or causes to be presented to the federal government, a false or fraudulent claim for payment or approval;
|
•
|
knowingly makes, uses or causes to be made or used a false record or statement that is material to getting a false or fraudulent claim paid or approved by the federal government;
|
•
|
has possession, custody or control of property or money used, or to be used, by the government and knowingly delivers, or causes to be delivered, less than all of that money or property;
|
•
|
knowingly makes, uses or causes to be made or used, a false record or statement material to an obligation to pay or transmit money or property to the Government, or knowingly conceals or knowingly and improperly avoids or decreases an obligation to pay or transmit money or property to the government; or
|
•
|
conspires to do any of the foregoing.
|
•
|
payor disputes regarding which party is responsible for payment;
|
•
|
variations in the amount or type of coverage for similar services amongst various payors; and
|
•
|
implementation of new coding standards or requirements which may require more information or documentation.
|
•
|
government healthcare program participation requirements;
|
•
|
requirements related to reimbursement for patient services, including Medicare and Medicaid reimbursement rules and regulations, rules addressing the priority of payors, signature and documentation requirements, and coding requirements;
|
•
|
federal and state anti‑kickback laws, the federal physician self‑referral prohibition statute (the “Stark Law”) and analogous state physician self‑referral statutes;
|
•
|
false claims prohibitions for healthcare reimbursement programs and other fraud and abuse laws and regulations, including the federal False Claims Act, a provision in the ACA extending the federal False Claims Act to include, under certain circumstances, claims based on violations of the federal anti‑kickback law and other civil monetary penalty laws, including laws prohibiting offering or giving remuneration to any beneficiary of a federal healthcare program that such person knows or should know is likely to influence the beneficiary to order or receive any item or service reimbursable under such program;
|
•
|
federal and state laws regarding record keeping requirements, privacy and security protections applicable to the collection, use and disclosure of protected health and other personally identifiable information, security breach notification requirements relating to protected health and other personally identifiable information, and standards for the exchange of electronic health information, electronic transactions and code sets and unique identifiers for providers;
|
•
|
corporate practice of medicine;
|
•
|
licensing and certification requirements applicable to our dialysis clinics;
|
•
|
certificate of need laws and regulations; and
|
•
|
regulation related to health, safety and environmental compliance, including medical waste disposal.
|
•
|
suspension, exclusion or termination of our participation in government payment programs;
|
•
|
refunds to the government and third‑party payors of amounts received in violation of law or applicable program or contract requirements;
|
•
|
loss of required government certifications or exclusion from government payment programs;
|
•
|
loss of licenses or certificates of need required to operate healthcare clinics in the states in which we operate;
|
•
|
reductions in payment rates or coverage for dialysis and ancillary services and pharmaceuticals;
|
•
|
fines, damages, monetary penalties, and civil or criminal liability for violations of anti‑kickback laws, the Stark Law, state self‑referral and anti‑kickback prohibitions, and submission of false claims based on violations of law or other failures to meet regulatory requirements;
|
•
|
becoming subject to a corporate integrity agreement and the retention of an independent monitor to monitor compliance with such an agreement;
|
•
|
enforcement actions by governmental agencies or state law claims for monetary damages by patients who believe their protected health information has been used, disclosed or not properly safeguarded in violation of federal or state patient privacy laws, including HIPAA;
|
•
|
mandated changes to our practices or procedures, including with respect to our billing and business practices, that significantly increase operating expenses;
|
•
|
termination of various relationships and/or contracts related to our business, including joint venture arrangements, medical director agreements, real estate leases, consulting agreements with physicians, or contracts with healthcare providers; and
|
•
|
harm to our reputation, which could negatively impact our business relationships, affect our ability to attract and retain patients and physicians, affect our ability to obtain financing and decrease access to new business opportunities.
|
•
|
make it more difficult for us to satisfy our obligations under our indebtedness, including our credit facilities, exposing us to the risk of default, which could result in a foreclosure on our assets, which, in turn, would negatively affect our ability to operate as a going concern;
|
•
|
require us to dedicate a substantial portion of our cash flows from operations to interest and principal payments on our indebtedness, reducing the availability of our cash flows for other purposes, such as capital expenditures, acquisitions and working capital;
|
•
|
limit our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate;
|
•
|
increase our vulnerability to general adverse economic and industry conditions;
|
•
|
place us at a disadvantage compared to our competitors that have less debt;
|
•
|
increase our cost of borrowing;
|
•
|
limit our ability to borrow additional funds; and
|
•
|
require us to sell assets to raise funds, if needed, for working capital, capital expenditures, acquisitions or other purposes.
|
•
|
performance of third parties on whom we rely to operate our clinics, including their ability to comply with regulatory requirements;
|
•
|
the success of, and fluctuation in, the revenue generated from our clinics;
|
•
|
execution of our operations and other aspects of our business plan;
|
•
|
results of operations that vary from those of our competitors and the expectations of securities analysts and investors;
|
•
|
changes in expectations as to our future financial performance, including financial estimates by securities analysts and investors;
|
•
|
investor perceptions of the investment opportunity associated with our common stock relative to other investment alternatives;
|
•
|
our announcement of significant contracts, acquisitions, or capital commitments;
|
•
|
announcements by our competitors of competing clinics;
|
•
|
announcements by third parties or governmental authorities of significant claims or proceedings against us or investigations of us;
|
•
|
regulatory and reimbursement developments in the United States;
|
•
|
future sales of our common stock;
|
•
|
additions or departures of key personnel and nephrologist partners; and
|
•
|
disruptions in government operations or general domestic and international economic conditions unrelated to our performance.
|
•
|
the requirement that a majority of its board of directors consist of “independent directors” as defined under the rules of the NYSE;
|
•
|
the requirement that it have a compensation committee that is composed entirely of directors meeting the NYSE independence standards applicable to compensation committee members with a written charter addressing the committee’s purpose and responsibilities;
|
•
|
the requirement that its compensation committee be responsible for hiring and overseeing of persons acting as compensation consultants and be required to consider certain independence factors when engaging such persons;
|
•
|
the requirement that it have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and
|
•
|
the requirement for an annual performance evaluation of the compensation and nominating and corporate governance committees.
|
•
|
establishing a classified board of directors so that not all members of our board of directors are elected at one time;
|
•
|
authorizing “blank check” preferred stock that our board of directors could issue to increase the number of outstanding shares to discourage a takeover attempt;
|
•
|
limiting the ability of stockholders to call a special stockholder meeting;
|
•
|
limiting the ability of stockholders to act by written consent;
|
•
|
establishing advance notice requirements for nominations for elections to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings;
|
•
|
allowing the removal of directors only for cause and only upon the affirmative vote of the holders of at least 66-2/3% in voting power of all the then‑outstanding shares of our stock entitled to vote thereon, voting together as a single class, if Centerbridge holds less than 40% in voting power of the stock of our company; and
|
•
|
specifying that certain provisions may be amended only by the affirmative vote of the holders of at least 66-2/3% in voting power of all the then‑outstanding shares of our stock entitled to vote thereon, voting together as a single class, if Centerbridge holds less than 40% in voting power of the stock of our company but still has the right to nominate directors to, or has its director nominees serving on, our board of directors.
|
•
|
exemption from the auditor attestation requirements under Section 404 of the Sarbanes‑Oxley Act of 2002;
|
•
|
reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements;
|
•
|
exemption from the requirements of holding non‑binding stockholder votes on executive compensation arrangements; and
|
•
|
exemption from any rules requiring mandatory audit firm rotation and auditor discussion and analysis and, unless the SEC otherwise determines, any future audit rules that may be adopted by the Public Company Accounting Oversight Board.
|
State
|
|
Clinics
|
|
State
|
|
Clinics
|
|
State
|
|
Clinics
|
|||
Arizona
|
|
2
|
|
|
Kentucky
|
|
7
|
|
|
Pennsylvania
|
|
16
|
|
California
|
|
6
|
|
|
Louisiana
|
|
2
|
|
|
Rhode Island
|
|
9
|
|
Colorado
|
|
13
|
|
|
Maryland
|
|
5
|
|
|
South Carolina
|
|
11
|
|
Connecticut
|
|
3
|
|
|
Massachusetts
|
|
14
|
|
|
Texas
|
|
26
|
|
Delaware
|
|
2
|
|
|
Michigan
|
|
5
|
|
|
Virginia
|
|
6
|
|
Florida
|
|
44
|
|
|
Missouri
|
|
2
|
|
|
Washington, D.C.
|
|
2
|
|
Georgia
|
|
20
|
|
|
New Jersey
|
|
5
|
|
|
West Virginia
|
|
1
|
|
Idaho
|
|
1
|
|
|
New York
|
|
9
|
|
|
Wisconsin
|
|
1
|
|
Illinois
|
|
3
|
|
|
Ohio
|
|
17
|
|
|
|
|
|
|
Kentucky
|
|
7
|
|
|
Oklahoma
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
|
|
241
|
|
|
|
Base Period
|
|
For the Years Ended December 31,
|
||||
Company/ Index
|
|
4/21/2016
|
|
2016
|
|
2017
|
|
2018
|
American Renal Associates Holdings, Inc.
|
|
$100
|
|
$80.30
|
|
$65.66
|
|
$43.47
|
S&P 500 Index
|
|
$100
|
|
$108.68
|
|
$132.41
|
|
$126.61
|
S&P Health Care Sector
|
|
$100
|
|
$97.32
|
|
$118.80
|
|
$126.49
|
Russell 2000 Index
|
|
$100
|
|
$120.77
|
|
$138.46
|
|
$123.21
|
|
|
For the Years Ended December 31,
|
|||||||
Company/ Index
|
|
2016
|
|
2017
|
|
2018
|
|||
American Renal Associates Holdings, Inc.
|
|
(19.7
|
)%
|
|
(18.23
|
)%
|
|
(33.79
|
)%
|
S&P 500 Index
|
|
8.68
|
%
|
|
21.83
|
%
|
|
(4.38
|
)%
|
S&P Health Care Sector
|
|
(2.68
|
)%
|
|
22.08
|
%
|
|
6.47
|
%
|
Russell 2000 Index
|
|
20.77
|
%
|
|
14.65
|
%
|
|
(11.01
|
)%
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
|
|||||
March 1 - March 31
|
|
16,341
|
|
|
$
|
22.33
|
|
|
—
|
|
|
—
|
|
September 1 - September 30
|
|
2,597
|
|
|
20.46
|
|
|
—
|
|
|
—
|
|
|
|
|
18,938
|
|
|
$
|
22.07
|
|
|
—
|
|
|
—
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
(in thousands, except share data)
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
|
|
(restated)
|
|
(restated)
|
|
(restated)
|
|
(restated)
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Patient service operating revenues
|
|
$
|
805,776
|
|
|
$
|
737,318
|
|
|
$
|
772,221
|
|
|
$
|
672,249
|
|
|
$
|
564,004
|
|
Provision for uncollectible accounts(1)
|
|
—
|
|
|
(8,316
|
)
|
|
(5,441
|
)
|
|
(5,553
|
)
|
|
(4,924
|
)
|
|||||
Net patient service operating revenues
|
|
805,776
|
|
|
729,002
|
|
|
766,780
|
|
|
666,696
|
|
|
559,080
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Patient care costs
|
|
570,009
|
|
|
483,101
|
|
|
452,453
|
|
|
390,949
|
|
|
329,847
|
|
|||||
General and administrative
|
|
101,101
|
|
|
102,093
|
|
|
127,921
|
|
|
77,826
|
|
|
63,600
|
|
|||||
Transaction-related costs(2)
|
|
856
|
|
|
717
|
|
|
2,239
|
|
|
2,086
|
|
|
—
|
|
|||||
Gain on business interruption insurance(3)
|
|
(375
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Depreciation and amortization
|
|
39,802
|
|
|
37,634
|
|
|
33,862
|
|
|
31,846
|
|
|
28,527
|
|
|||||
Certain legal and other matters(4)
|
|
39,061
|
|
|
15,249
|
|
|
6,779
|
|
|
—
|
|
|
—
|
|
|||||
Total operating expenses
|
|
750,454
|
|
|
638,794
|
|
|
623,254
|
|
|
502,707
|
|
|
421,974
|
|
|||||
Operating income
|
|
55,322
|
|
|
90,208
|
|
|
143,526
|
|
|
163,989
|
|
|
137,106
|
|
|||||
Interest expense, net
|
|
(32,632
|
)
|
|
(29,309
|
)
|
|
(35,959
|
)
|
|
(45,412
|
)
|
|
(44,080
|
)
|
|||||
Loss on early extinguishment of debt
|
|
—
|
|
|
(526
|
)
|
|
(4,708
|
)
|
|
—
|
|
|
—
|
|
|||||
Change in fair value of income tax receivable agreement(5)
|
|
2,673
|
|
|
7,234
|
|
|
1,286
|
|
|
—
|
|
|
—
|
|
|||||
Income before income taxes
|
|
25,363
|
|
|
67,607
|
|
|
104,145
|
|
|
118,577
|
|
|
93,026
|
|
|||||
Income tax expense
|
|
2,896
|
|
|
9,471
|
|
|
2,479
|
|
|
18,713
|
|
|
10,325
|
|
|||||
Net income
|
|
22,467
|
|
|
58,136
|
|
|
101,666
|
|
|
99,864
|
|
|
82,701
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
|
(51,234
|
)
|
|
(62,733
|
)
|
|
(98,520
|
)
|
|
(80,539
|
)
|
|
(65,785
|
)
|
|||||
Net (loss) income attributable to American Renal Associates Holdings, Inc.
|
|
(28,767
|
)
|
|
(4,597
|
)
|
|
3,146
|
|
|
19,325
|
|
|
16,916
|
|
|||||
Less: Change in the difference between the redemption value and estimated fair value for accounting purposes of the related noncontrolling interests
|
|
(2,566
|
)
|
|
(11,503
|
)
|
|
(10,067
|
)
|
|
—
|
|
|
—
|
|
|||||
Net (loss) income attributable to common shareholders
|
|
$
|
(31,333
|
)
|
|
$
|
(16,100
|
)
|
|
$
|
(6,921
|
)
|
|
$
|
19,325
|
|
|
$
|
16,916
|
|
(Loss) earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
|
$
|
(0.98
|
)
|
|
$
|
(0.52
|
)
|
|
$
|
(0.25
|
)
|
|
$
|
0.87
|
|
|
$
|
0.77
|
|
Diluted
|
|
$
|
(0.98
|
)
|
|
$
|
(0.52
|
)
|
|
$
|
(0.25
|
)
|
|
$
|
0.85
|
|
|
$
|
0.76
|
|
Weighted average number of common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
|
31,965,844
|
|
|
31,081,824
|
|
|
28,118,673
|
|
|
22,153,451
|
|
|
21,930,398
|
|
|||||
Diluted
|
|
31,965,844
|
|
|
31,081,824
|
|
|
28,118,673
|
|
|
22,707,874
|
|
|
22,332,887
|
|
|||||
Other Financial Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Adjusted EBITDA (including noncontrolling interests)(6)
|
|
$
|
141,254
|
|
|
$
|
160,859
|
|
|
$
|
229,176
|
|
|
$
|
201,438
|
|
|
$
|
168,501
|
|
Adjusted EBITDA-NCI(6)
|
|
$
|
90,020
|
|
|
$
|
98,126
|
|
|
$
|
130,656
|
|
|
$
|
120,899
|
|
|
$
|
102,716
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Development capital expenditures(7)
|
|
$
|
33,309
|
|
|
$
|
29,696
|
|
|
$
|
48,437
|
|
|
$
|
35,313
|
|
|
$
|
32,059
|
|
Other capital expenditures(8)
|
|
$
|
11,651
|
|
|
$
|
6,377
|
|
|
$
|
12,995
|
|
|
$
|
10,960
|
|
|
$
|
7,790
|
|
Total capital expenditures
|
|
$
|
44,960
|
|
|
$
|
36,073
|
|
|
$
|
61,432
|
|
|
$
|
46,273
|
|
|
$
|
39,849
|
|
|
|
December 31,
|
|||||||||||||
Operating Data:
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|||||
Number of clinics (as of end of period)
|
|
241
|
|
|
228
|
|
|
214
|
|
|
192
|
|
|
175
|
|
Number of de novo clinics opened (during period)
|
|
13
|
|
|
15
|
|
|
20
|
|
|
16
|
|
|
15
|
|
Number of acquired clinics (during period)
|
|
1
|
|
|
3
|
|
|
2
|
|
|
2
|
|
|
11
|
|
Number of sold or merged clinics (during period)
|
|
(1
|
)
|
|
(4
|
)
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
Patients (as of end of period)
|
|
16,543
|
|
|
15,637
|
|
|
14,590
|
|
|
13,151
|
|
|
11,581
|
|
Number of treatments
|
|
2,311,037
|
|
|
2,191,172
|
|
|
2,027,423
|
|
|
1,804,910
|
|
|
1,563,802
|
|
Non-acquired treatment growth(9)
|
|
4.4
|
%
|
|
7.9
|
%
|
|
11.7
|
%
|
|
11.7
|
%
|
|
12.4
|
%
|
Normalized non-acquired treatment growth(10)
|
|
5.0
|
%
|
|
8.6
|
%
|
|
11.4
|
%
|
|
11.7
|
%
|
|
12.4
|
%
|
Normalized total treatment growth(10)
|
|
6.1
|
%
|
|
8.8
|
%
|
|
12.0
|
%
|
|
15.4
|
%
|
|
13.1
|
%
|
|
|
December 31,
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Per Treatment Financial Data:
|
|
|
|
(restated)
|
|
(restated)
|
|
(restated)
|
|
(restated)
|
||||||||||
Net patient service operating revenues per treatment(11)
|
|
$
|
349
|
|
|
$
|
333
|
|
|
$
|
378
|
|
|
$
|
369
|
|
|
$
|
358
|
|
Patient care costs per treatment(11)
|
|
$
|
247
|
|
|
$
|
220
|
|
|
$
|
223
|
|
|
$
|
217
|
|
|
$
|
211
|
|
Adjusted patient care costs per treatment(11)(12)
|
|
$
|
247
|
|
|
$
|
219
|
|
|
$
|
221
|
|
|
$
|
217
|
|
|
$
|
211
|
|
General and administrative expenses per treatment(11)(13)
|
|
$
|
44
|
|
|
$
|
47
|
|
|
$
|
63
|
|
|
$
|
43
|
|
|
$
|
41
|
|
Adjusted general and administrative expenses per treatment(11)(12)
|
|
$
|
44
|
|
|
$
|
42
|
|
|
$
|
46
|
|
|
$
|
43
|
|
|
$
|
41
|
|
Provision for uncollectible accounts per treatment(1)(11)
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
|
As of December 31,
|
||||||||||||||||||
(in thousands)
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
(restated)
|
|
(restated)
|
|
(restated)
|
|
(restated)
|
||||||||||
Cash
|
|
$
|
55,200
|
|
|
$
|
71,511
|
|
|
$
|
100,905
|
|
|
$
|
90,982
|
|
|
$
|
61,468
|
|
Working capital(14)
|
|
(2,777
|
)
|
|
42,301
|
|
|
82,764
|
|
|
113,539
|
|
|
80,683
|
|
|||||
Total assets
|
|
985,843
|
|
|
990,151
|
|
|
1,040,228
|
|
|
967,604
|
|
|
900,742
|
|
|||||
Total debt
|
|
560,366
|
|
|
560,088
|
|
|
570,332
|
|
|
682,982
|
|
|
662,600
|
|
|||||
Noncontrolling interests subject to put provisions
|
|
129,099
|
|
|
130,438
|
|
|
150,049
|
|
|
117,575
|
|
|
101,662
|
|
|||||
Accumulated deficit
|
|
(164,451
|
)
|
|
(135,898
|
)
|
|
(131,301
|
)
|
|
(122,279
|
)
|
|
(133,081
|
)
|
|||||
Noncontrolling interests not subject to put provisions
|
|
168,881
|
|
|
187,698
|
|
|
194,799
|
|
|
188,843
|
|
|
183,831
|
|
(1)
|
On January 1, 2018, we adopted ASC 606, Revenue from Contracts with Customers, using the modified retrospective transition method. As a result of the adoption, a majority of the provision for uncollectible accounts is now recognized as a direct reduction to revenues, instead of separately as a deduction to arrive at net revenues. Effective 2018, we no longer separately present a provision for uncollectible accounts on the consolidated statements of operations as it is included in net patient service operating revenues after the adoption of the new accounting standard. See “Note 2 - Summary of Significant Accounting Policies” of the notes to the consolidated financial statements for further discussion of our adoption of ASC 606.
|
(2)
|
For 2018, represents expenses incurred for the registration statement and the secondary offering that was withdrawn in March 2018. For 2017, represents professional fees associated with our debt refinancing. See “Note 15 - Debt” of the notes to the consolidated financial statements. For 2016, represents costs associated with our IPO and related transactions. See “Note 4 - Initial Public Offering” of the notes to the consolidated financial statements. For 2015, represents the forgiveness of all indebtedness and accrued interest under a revolving credit promissory note issued to an executive. See “Note 20 - Related Party Transactions” of the notes to the consolidated financial statements.
|
(3)
|
During 2018, we received $0.4 million of business interruption insurance proceeds related to Hurricanes Harvey and Irma.
|
(4)
|
For 2018, includes $29.6 million to reflect the present value of the settlement amount for the UnitedHealthGroup Incorporated (“United”) litigation and $0.4 million relating to the SEC Investigation and related Audit Committee review and Restatement process. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further discussion of certain legal and other matters costs.
|
(5)
|
Represents the non-cash gain associated with the change in fair value of the TRA. See “Note 4 - Initial Public Offering” and “Note 8 - Fair Value Measurements ”of the notes to the consolidated financial statements.
|
(6)
|
For definitions of Adjusted EBITDA and Adjusted EBITDA-NCI, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”
|
(7)
|
Represents capital expenditures primarily incurred in connection with development of our de novo clinics and expansion of other clinics.
|
(8)
|
Represents capital expenditures primarily incurred in connection with capital improvements, including renovations and equipment replacement at our existing clinics.
|
(9)
|
We calculate non-acquired treatment growth by dividing the number of treatments performed during the applicable period by the number of treatments performed during the corresponding prior period, including the number of treatments performed at de novo clinics but excluding the number of treatments performed at clinics acquired during the applicable period, and expressing the resulting number as a percentage.
|
(10)
|
We calculate normalized total treatment growth and normalized non-acquired treatment growth by dividing the number of treatments performed during the applicable period by the number of treatments performed during the corresponding prior period, excluding the number of treatments performed at clinics divested subsequent to the corresponding prior period, and expressing the resulting number as a percentage. The calculation of normalized treatment growth and normalized non-acquired treatment growth is further adjusted to equalize the number of treatment days during the applicable period with the corresponding prior period, to the extent there are differences due to the calendar.
|
(11)
|
We calculate patient service operating revenues per treatment, patient care costs per treatment, adjusted patient care costs per treatment, general and administrative expenses per treatment, adjusted general and administrative expenses per treatment, and provision for uncollectible accounts per treatment by dividing net patient service operating revenues, patient care costs, adjusted patient care costs, general and administrative expenses, adjusted general and administrative expenses, and provision for uncollectible accounts, respectively, for the applicable period by the number of treatments performed in the applicable period. Patient care costs and general and administrative expenses do not include depreciation and amortization.
|
(12)
|
See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” for discussion of the adjusted patient care costs per treatment and adjusted general and administrative expenses per treatment calculations.
|
(13)
|
See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” for discussion of our IPO, our debt refinancing, and other IPO-related transactions and their effect on our general and administrative expenses on an absolute and per treatment basis.
|
(14)
|
Current assets minus current liabilities.
|
|
|
Year Ended December 31,
|
||||||||||||||||||
(in thousands)
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
|
|
|
(restated)
|
|
(restated)
|
|
(restated)
|
|
(restated)
|
||||||||||
Net income
|
|
$
|
22,467
|
|
|
$
|
58,136
|
|
|
$
|
101,666
|
|
|
$
|
99,864
|
|
|
$
|
82,701
|
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Stock-based compensation(a)
|
|
5,931
|
|
|
16,359
|
|
|
40,298
|
|
|
1,451
|
|
|
1,047
|
|
|||||
Depreciation and amortization
|
|
39,802
|
|
|
37,634
|
|
|
33,862
|
|
|
31,846
|
|
|
28,527
|
|
|||||
Interest expense, net
|
|
32,632
|
|
|
29,309
|
|
|
35,959
|
|
|
45,412
|
|
|
44,080
|
|
|||||
Income tax expense and other non-income-based tax(b)
|
|
3,439
|
|
|
9,754
|
|
|
2,764
|
|
|
18,957
|
|
|
10,510
|
|
|||||
Transaction-related costs
|
|
856
|
|
|
717
|
|
|
2,239
|
|
|
2,086
|
|
|
—
|
|
|||||
Loss on early extinguishment of debt
|
|
—
|
|
|
526
|
|
|
4,708
|
|
|
—
|
|
|
—
|
|
|||||
Change in fair value of income tax receivable agreement
|
|
(2,673
|
)
|
|
(7,234
|
)
|
|
(1,286
|
)
|
|
—
|
|
|
—
|
|
|||||
Certain legal and other matters(c)
|
|
39,061
|
|
|
15,249
|
|
|
6,779
|
|
|
—
|
|
|
—
|
|
|||||
Executive and management severance costs(d)
|
|
—
|
|
|
917
|
|
|
1,650
|
|
|
—
|
|
|
—
|
|
|||||
(Gain) loss on sale or closure of clinics
|
|
(261
|
)
|
|
(508
|
)
|
|
—
|
|
|
—
|
|
|
63
|
|
|||||
Management fees(e)
|
|
—
|
|
|
—
|
|
|
537
|
|
|
1,822
|
|
|
1,573
|
|
|||||
Adjusted EBITDA (including noncontrolling interests)
|
|
141,254
|
|
|
160,859
|
|
|
229,176
|
|
|
201,438
|
|
|
168,501
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
|
(51,234
|
)
|
|
(62,733
|
)
|
|
(98,520
|
)
|
|
(80,539
|
)
|
|
(65,785
|
)
|
|||||
Adjusted EBITDA-NCI
|
|
$
|
90,020
|
|
|
$
|
98,126
|
|
|
$
|
130,656
|
|
|
$
|
120,899
|
|
|
$
|
102,716
|
|
(a)
|
2017 and 2016 includes $11.7 million and $37.0 million, respectively, of Modification Expense and other stock compensation expense related to the modification of options and other transactions at the time of the IPO. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Impact of the IPO and Certain Legal Matters” and “Note 4 - Initial Public Offering” of the notes to the consolidated financial statements for a description of Modification Expense. For all other periods, stock-based compensation related to our periodic option grants and cash paid for employer payroll taxes.
|
(b)
|
Non-income-based tax includes franchise, gross receipts, and similar tax assessments.
|
(c)
|
See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Components of Operations—Certain legal and other matters” for a description of certain matters included in these amounts.
|
(d)
|
Represents executive and management severance costs primarily related to the departure of our former chief operating officer.
|
(e)
|
Represents management fees paid to Centerbridge. In connection with our IPO, we amended our transaction fee and advisory services agreement with Centerbridge to terminate our obligation to pay management fees thereunder upon the consummation of our IPO. No additional fees will be paid in connection with such termination (other than accrued amounts as of the date of termination). See “Note 20 - Related Party Transactions” of the notes to the consolidated financial statements.
|
•
|
Revenue recognition and accounts receivable - Our methodology for reserving for contractual allowances did not sufficiently reconcile revenue and accounts receivable to our collection experience and actual cash collections. The restated amounts consider actual cash collections associated with the dates of service in each relevant period. The adjustments correct for the understatement of previously reported income before income taxes by approximately $13.7
|
•
|
Noncontrolling interest subject to puts - Based on the restatement adjustments related to revenue recognition and accounts receivable, we adjusted the estimated fair value of noncontrolling interests subject to puts for the relevant periods. In addition, we did not correctly account for noncontrolling interests subject to put provisions during the Restated Periods, therefore we have reclassified certain equity balances. The reclassifications had no impact on income before income taxes or net income.
|
•
|
Clinic dispositions - Our loss calculation for the closure of a dialysis clinic did not consider all relevant accounts. The restated amounts include the impact of all relevant accounts including goodwill. The adjustments correct for the overstatement of income before income taxes by $0.1 million for the year ended December 31, 2014.
|
•
|
Income taxes - Adjustments to income taxes were made for the income tax effects of the revenue recognition and accounts receivable restatement adjustments described above. In addition, we did not correctly account for certain income tax provisions during the Restated Periods, causing income tax expenses to be accrued incorrectly in those periods.
|
•
|
Net income attributable to noncontrolling interests - The adjustments related to net income attributable to noncontrolling interests are due to the impacts of the other adjustments noted above. The adjustments correct for the understatement of previously reported net income attributable to noncontrolling interests by approximately $6.3 million and the overstatement previously reported net income attributable to noncontrolling interests of $0.4 million for the years ended December 31, 2015 and 2014, respectively.
|
•
|
All other restatement adjustments - We made adjustments not otherwise described above that are individually insignificant to previously reported income from operations before income taxes. The adjustments correct for the overstatement of previously reported income before income taxes by $0.3 million and $0.3 million for the years ended December 31, 2015 and 2014, respectively.
|
•
|
Non-income-based tax - The Company reclassified non-income-based tax expenses that were misclassified in income tax expense to general and administrative and expense. The adjustment reclassified $0.3 million and $0.2 million from income tax expense to general and administrative expense for the years ended December 31, 2015 and 2014, respectively. The reclassifications had no impact on net income.
|
|
|
Year Ended December 31,
|
|||||||
|
|
2018
|
|
2017
|
|
2016
|
|||
De novo clinics(1)
|
|
13
|
|
|
15
|
|
|
20
|
|
Acquired clinics(2)
|
|
1
|
|
|
3
|
|
|
2
|
|
Sold or merged clinics(3)
|
|
(1
|
)
|
|
(4
|
)
|
|
—
|
|
Total new clinics
|
|
13
|
|
|
14
|
|
|
22
|
|
|
|
|
Three Months Ended
|
|
|
|||||||||||
|
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
|
Total
|
|||||
2018
|
|
1
|
|
|
5
|
|
|
2
|
|
|
5
|
|
|
13
|
|
2017
|
|
3
|
|
|
2
|
|
|
1
|
|
|
9
|
|
|
15
|
|
2016
|
|
2
|
|
|
6
|
|
|
5
|
|
|
7
|
|
|
20
|
|
2015
|
|
1
|
|
|
5
|
|
|
6
|
|
|
4
|
|
|
16
|
|
2014
|
|
2
|
|
|
4
|
|
|
3
|
|
|
6
|
|
|
15
|
|
|
|
Year Ended December 31,
|
|||||||
Source of Treatment Growth:
|
|
2018
|
|
2017
|
|
2016
|
|||
Non-acquired treatment growth(1)
|
|
4.4
|
%
|
|
7.9
|
%
|
|
11.7
|
%
|
Normalized non-acquired treatment growth(2)
|
|
5.0
|
%
|
|
8.6
|
%
|
|
11.4
|
%
|
Acquired treatment growth(3)
|
|
1.1
|
%
|
|
0.2
|
%
|
|
0.6
|
%
|
Total treatment growth
|
|
5.5
|
%
|
|
8.1
|
%
|
|
12.3
|
%
|
Normalized total treatment growth(2)
|
|
6.1
|
%
|
|
8.8
|
%
|
|
12.0
|
%
|
|
(1)
|
Represents net growth in treatments attributable to clinics operating at the end of the period that were also open at the end of the prior period and de novo clinics opened since the end of the prior period.
|
(2)
|
We calculate normalized total treatment growth and normalized non-acquired treatment growth by dividing the number of treatments performed during the applicable period by the number of treatments performed during the corresponding prior period, excluding the number of treatments performed at clinics divested subsequent to the corresponding prior period, and expressing the resulting number as a percentage. The calculation of normalized treatment growth and normalized non-acquired treatment growth is further adjusted to equalize the number of treatment days during the applicable period with the corresponding prior period, to the extent there are differences due to the calendar.
|
(3)
|
Represents net growth in treatments attributable to clinics acquired since the end of the prior period.
|
|
|
Year Ended December 31,
|
|||||||
|
|
2018
|
|
2017
|
|
2016
|
|||
Percentage of Revenues by Payor:
|
|
|
|
(restated)
|
|
(restated)
|
|||
Medicare and Medicare Advantage
|
|
67
|
%
|
|
61
|
%
|
|
54
|
%
|
Commercial and other(1)
|
|
28
|
%
|
|
35
|
%
|
|
43
|
%
|
Medicaid and Managed Medicaid
|
|
4
|
%
|
|
3
|
%
|
|
2
|
%
|
Other(2)
|
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
(1)
|
Principally commercial insurance companies and also includes the VA.
|
(2)
|
Other sources of payment of revenues include hospitals and patient self-pay. “Patient self-pay” revenues consist of payments received directly from patients who are either uninsured or self-pay for a portion of the bill.
|
|
Year Ended December 31,
|
|
|||||||||
Operating Data:
|
2018
|
|
2017
|
|
2016
|
|
|||||
Number of clinics (as of end of period)
|
|
241
|
|
|
228
|
|
|
214
|
|
|
|
Number of de novo clinics opened (during period)
|
|
13
|
|
|
15
|
|
|
20
|
|
|
|
Patients (as of end of period)
|
|
16,543
|
|
|
15,637
|
|
|
14,590
|
|
|
|
Number of treatments
|
|
2,311,037
|
|
|
2,191,172
|
|
|
2,027,423
|
|
|
|
Non-acquired treatment growth
|
|
4.4
|
%
|
|
7.9
|
%
|
|
11.7
|
%
|
|
|
Normalized non-acquired treatment growth(1)
|
|
5.0
|
%
|
|
8.6
|
%
|
|
11.4
|
%
|
|
|
Acquired treatment growth
|
|
1.1
|
%
|
|
0.2
|
%
|
|
0.6
|
%
|
|
|
Total treatment growth
|
|
5.5
|
%
|
|
8.1
|
%
|
|
12.3
|
%
|
|
|
Normalized total treatment growth(1)
|
|
6.1
|
%
|
|
8.8
|
%
|
|
12.0
|
%
|
|
|
Year Ended December 31,
|
|
||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
||||||||
Per Treatment and Non-GAAP Financial Data:
|
|
|
|
(restated)
|
|
(restated)
|
|
|||||||
Net patient service operating revenues per treatment
|
|
$
|
349
|
|
|
$
|
333
|
|
|
$
|
378
|
|
|
|
Patient care costs per treatment
|
|
$
|
247
|
|
|
$
|
221
|
|
|
$
|
223
|
|
|
|
Adjusted patient care costs per treatment(2)
|
|
$
|
247
|
|
|
$
|
220
|
|
|
$
|
221
|
|
|
|
General and administrative expenses per treatment
|
|
$
|
44
|
|
|
$
|
46
|
|
|
$
|
63
|
|
|
|
Adjusted general and administrative expenses per treatment(3)
|
|
$
|
44
|
|
|
$
|
42
|
|
|
$
|
46
|
|
|
|
Adjusted EBITDA (including noncontrolling interests)(4)
|
|
$
|
141,254
|
|
|
$
|
160,859
|
|
|
$
|
229,176
|
|
|
|
Adjusted EBITDA-NCI(3)(4)
|
|
$
|
90,020
|
|
|
$
|
98,126
|
|
|
$
|
130,656
|
|
|
|
(1)
|
See “—Key Factors Affecting Our Results of Operations—Clinic Growth and Start-Up Clinic Costs” above.
|
(2)
|
The year ended December 31, 2017 excludes $2.2 million of Modification Expense, and the year ended December 31, 2016 excludes $5.2 million of Modification Expense.
|
(3)
|
The year ended December 31, 2017 excludes $9.5 million of Modification Expense and $0.8 million of severance expense. The year ended December 31, 2016 excludes $31.7 million of Modification Expense and $3.1 million of severance expense.
|
(4)
|
See “Non-GAAP Financial Measures” below.
|
•
|
do not include stock-based compensation expense, and do not include associated payroll taxes;
|
•
|
do not include depreciation and amortization—because construction and operation of our dialysis clinics requires significant capital expenditures, depreciation and amortization are a necessary element of our costs and our ability to generate profits;
|
•
|
do not include interest expense—as we have borrowed money for general corporate and facility purposes, interest expense is a necessary element of our costs and ability to generate profits and cash flows;
|
•
|
do not include income tax expense or benefits and other non-income-based taxes;
|
•
|
do not include transaction-related costs;
|
•
|
do not include loss on early extinguishment of debt;
|
•
|
do not include change in fair value of income tax receivable agreement;
|
•
|
do not include costs related to certain legal and other matters;
|
•
|
do not include executive and management severance costs;
|
•
|
do not reflect the gain or loss on sale or closure of clinics; and
|
•
|
do not include certain management advisory fees.
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
(restated)
|
|
(restated)
|
||||||
Net income
|
|
$
|
22,467
|
|
|
$
|
58,136
|
|
|
$
|
101,666
|
|
Add:
|
|
|
|
|
|
|
|
|
|
|||
Stock-based compensation and associated payroll taxes
|
|
5,931
|
|
|
16,359
|
|
|
40,298
|
|
|||
Depreciation and amortization
|
|
39,802
|
|
|
37,634
|
|
|
33,862
|
|
|||
Interest expense, net
|
|
32,632
|
|
|
29,309
|
|
|
35,959
|
|
|||
Income tax expense and other non-income-based tax
|
|
3,439
|
|
|
9,754
|
|
|
2,764
|
|
|||
Transaction-related costs(a)
|
|
856
|
|
|
717
|
|
|
2,239
|
|
|||
Loss on early extinguishment of debt(b)
|
|
—
|
|
|
526
|
|
|
4,708
|
|
|||
Change in fair value of income tax receivable agreement(c)
|
|
(2,673
|
)
|
|
(7,234
|
)
|
|
(1,286
|
)
|
|||
Certain legal and other matters(d)
|
|
39,061
|
|
|
15,249
|
|
|
6,779
|
|
|||
Executive and management severance costs
|
|
—
|
|
|
917
|
|
|
1,650
|
|
|||
Gain on sale or closure of clinics(e)
|
|
(261
|
)
|
|
(508
|
)
|
|
—
|
|
|||
Management fees(f)
|
|
—
|
|
|
—
|
|
|
537
|
|
|||
Adjusted EBITDA (including noncontrolling interests)
|
|
$
|
141,254
|
|
|
$
|
160,859
|
|
|
$
|
229,176
|
|
Less: Net income attributable to noncontrolling interests
|
|
(51,234
|
)
|
|
(62,733
|
)
|
|
(98,520
|
)
|
|||
Adjusted EBITDA – NCI
|
|
$
|
90,020
|
|
|
$
|
98,126
|
|
|
$
|
130,656
|
|
|
(a)
|
For 2018, represents expenses incurred for the registration statement and the secondary offering that was withdrawn in March 2018. For 2017, represents professional fees associated with our debt refinancing. See “Note 15 - Debt” of the notes to the consolidated financial statements. For 2016, represents costs associated with our IPO and related transactions. See “Note 4 - Initial Public Offering” of the notes to the consolidated financial statements.
|
(b)
|
Represents costs related to debt financing. See “Note 15 - Debt” of the notes to the consolidated financial statements.
|
(c)
|
Represents the non-cash gain associated with the change in fair value of the TRA. See “Note 4 - Initial Public Offering” and “Note 8 - Fair Value Measurements” of the notes to the consolidated financial statements.
|
(d)
|
For 2018, includes $29.6 million to reflect the present value of the settlement amount for the UnitedHealthGroup Incorporated (“United”) litigation and $0.4 million relating to the SEC Investigation and related Audit Committee review and Restatement process.
|
(e)
|
Represents a gain (loss) on the sale or closure of clinics.
|
(f)
|
Represents management advisory fees paid to Centerbridge in 2016. See “Note 20 - Related Party Transactions” of the notes to the consolidated financial statements.
|
•
|
the United litigation and settlement (2016-2018),
|
•
|
a now-concluded SEC inquiry relating to the subject matter covered by the United litigation (2016-2017),
|
•
|
the SEC Investigation and related Audit Committee review and Restatement process (2018),
|
•
|
the securities and derivative litigation related to the foregoing (2016-2018),
|
•
|
the subpoena from the United States Attorney’s Office, District of Massachusetts (2017),
|
•
|
a CMS request for information (2016), and
|
•
|
our internal review and analysis of factual and legal issues relating to the aforementioned matters and legal fees and other expenses relating to matters that we believe do not reflect our core business operations.
|
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
|
|
2018
|
|
2017
|
|
|
|
Percentage
|
|||||||
(in thousands)
|
|
|
|
(restated)
|
|
Amount
|
|
Change
|
|||||||
Patient service operating revenues
|
|
$
|
805,776
|
|
|
$
|
737,318
|
|
|
$
|
68,458
|
|
|
9.3
|
%
|
Provision for uncollectible accounts(1)
|
|
—
|
|
|
(8,316
|
)
|
|
8,316
|
|
|
NM
|
|
|||
Net patient service operating revenues
|
|
805,776
|
|
|
729,002
|
|
|
76,774
|
|
|
10.5
|
%
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|||||
Patient care costs
|
|
570,009
|
|
|
483,101
|
|
|
86,908
|
|
|
18.0
|
%
|
|||
General and administrative
|
|
101,101
|
|
|
102,093
|
|
|
(992
|
)
|
|
(1.0
|
)%
|
|||
Transaction-related costs
|
|
856
|
|
|
717
|
|
|
139
|
|
|
19.4
|
%
|
|||
Gain on business interruption insurance
|
|
(375
|
)
|
|
—
|
|
|
(375
|
)
|
|
NM
|
|
|||
Depreciation and amortization
|
|
39,802
|
|
|
37,634
|
|
|
2,168
|
|
|
5.8
|
%
|
|||
Certain legal and other matters
|
|
39,061
|
|
|
15,249
|
|
|
23,812
|
|
|
156.2
|
%
|
|||
Total operating expenses
|
|
750,454
|
|
|
638,794
|
|
|
111,660
|
|
|
17.5
|
%
|
|||
Operating income
|
|
55,322
|
|
|
90,208
|
|
|
(34,886
|
)
|
|
(38.7
|
)%
|
|||
Interest expense, net
|
|
(32,632
|
)
|
|
(29,309
|
)
|
|
(3,323
|
)
|
|
(11.3
|
)%
|
|||
Loss on early extinguishment of debt
|
|
—
|
|
|
(526
|
)
|
|
526
|
|
|
NM
|
|
|||
Change in fair value of income tax receivable agreement
|
|
2,673
|
|
|
7,234
|
|
|
(4,561
|
)
|
|
(63.0
|
)%
|
|||
Income before income taxes
|
|
25,363
|
|
|
67,607
|
|
|
(42,244
|
)
|
|
(62.5
|
)%
|
|||
Income tax expense
|
|
2,896
|
|
|
9,471
|
|
|
(6,575
|
)
|
|
NM
|
|
|||
Net income
|
|
22,467
|
|
|
58,136
|
|
|
(35,669
|
)
|
|
(61.4
|
)%
|
|||
Less: Net income attributable to noncontrolling interests
|
|
(51,234
|
)
|
|
(62,733
|
)
|
|
11,499
|
|
|
18.3
|
%
|
|||
Net loss attributable to American Renal Associates Holdings, Inc.
|
|
(28,767
|
)
|
|
(4,597
|
)
|
|
(24,170
|
)
|
|
NM
|
|
|||
Less: Change in the difference between the redemption value and estimated fair value for accounting purposes of the related noncontrolling interests
|
|
(2,566
|
)
|
|
(11,503
|
)
|
|
8,937
|
|
|
NM
|
|
|||
Net loss attributable to common shareholders
|
|
$
|
(31,333
|
)
|
|
$
|
(16,100
|
)
|
|
$
|
(15,233
|
)
|
|
NM
|
|
(1)
|
On January 1, 2018, we adopted ASC 606, Revenue from Contracts with Customers, using the modified retrospective transition method. As a result of the adoption, a majority of the provision for uncollectible accounts is now recognized as a direct reduction to revenues, instead of separately as a deduction to arrive at net revenues. Effective in 2018, we no longer separately present a provision for uncollectible accounts on the consolidated statements of operations as it is included in net patient service operating revenues the adoption of the new accounting standard. See “Note 2 - Summary of Significant Accounting Policies” of the notes to the consolidated financial statements for further discussion of our adoption of ASC 606.
|
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
|
|
2017
|
|
2016
|
|
|
|
Percentage
|
|||||||
(in thousands)
|
|
(restated)
|
|
(restated)
|
|
Amount
|
|
Change
|
|||||||
Patient service operating revenues
|
|
$
|
737,318
|
|
|
$
|
772,221
|
|
|
$
|
(34,903
|
)
|
|
(4.5
|
)%
|
Provision for uncollectible accounts
|
|
(8,316
|
)
|
|
(5,441
|
)
|
|
(2,875
|
)
|
|
(52.8
|
)%
|
|||
Net patient service operating revenues
|
|
729,002
|
|
|
766,780
|
|
|
(37,778
|
)
|
|
(4.9
|
)%
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|||||
Patient care costs
|
|
483,101
|
|
|
452,453
|
|
|
30,648
|
|
|
6.8
|
%
|
|||
General and administrative
|
|
102,093
|
|
|
127,921
|
|
|
(25,828
|
)
|
|
(20.2
|
)%
|
|||
Transaction-related costs
|
|
717
|
|
|
2,239
|
|
|
(1,522
|
)
|
|
(68.0
|
)%
|
|||
Depreciation and amortization
|
|
37,634
|
|
|
33,862
|
|
|
3,772
|
|
|
11.1
|
%
|
|||
Certain legal and other matters
|
|
15,249
|
|
|
6,779
|
|
|
8,470
|
|
|
NM
|
|
|||
Total operating expenses
|
|
638,794
|
|
|
623,254
|
|
|
15,540
|
|
|
2.5
|
%
|
|||
Operating income
|
|
90,208
|
|
|
143,526
|
|
|
(53,318
|
)
|
|
(37.1
|
)%
|
|||
Interest expense, net
|
|
(29,309
|
)
|
|
(35,959
|
)
|
|
6,650
|
|
|
18.5
|
%
|
|||
Loss on early extinguishment of debt
|
|
(526
|
)
|
|
(4,708
|
)
|
|
4,182
|
|
|
88.8
|
%
|
|||
Change in fair value of income tax receivable agreement
|
|
7,234
|
|
|
1,286
|
|
|
5,948
|
|
|
NM
|
|
|||
Income before income taxes
|
|
67,607
|
|
|
104,145
|
|
|
(36,538
|
)
|
|
(35.1
|
)%
|
|||
Income tax expense
|
|
9,471
|
|
|
2,479
|
|
|
6,992
|
|
|
NM
|
|
|||
Net income
|
|
58,136
|
|
|
101,666
|
|
|
(43,530
|
)
|
|
(42.8
|
)%
|
|||
Less: Net income attributable to noncontrolling interests
|
|
(62,733
|
)
|
|
(98,520
|
)
|
|
35,787
|
|
|
36.3
|
%
|
|||
Net (loss) income attributable to American Renal Associates Holdings, Inc.
|
|
(4,597
|
)
|
|
3,146
|
|
|
(7,743
|
)
|
|
NM
|
|
|||
Less: Change in the difference between the redemption value and estimated fair value for accounting purposes of the related noncontrolling interests
|
|
(11,503
|
)
|
|
(10,067
|
)
|
|
(1,436
|
)
|
|
(14.3
|
)%
|
|||
Net loss attributable to common shareholders
|
|
$
|
(16,100
|
)
|
|
$
|
(6,921
|
)
|
|
$
|
(9,179
|
)
|
|
NM
|
|
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
(in thousands)
|
|
2016
|
|
2015
|
|
|
|
Percentage
|
|||||||
|
|
(restated)
|
|
(restated)
|
|
Amount
|
|
Change
|
|||||||
Patient service operating revenues
|
|
$
|
772,221
|
|
|
$
|
672,249
|
|
|
$
|
99,972
|
|
|
14.9
|
%
|
Provision for uncollectible accounts
|
|
(5,441
|
)
|
|
(5,553
|
)
|
|
112
|
|
|
2.0
|
%
|
|||
Net patient service operating revenues
|
|
766,780
|
|
|
666,696
|
|
|
100,084
|
|
|
15.0
|
%
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Patient care costs
|
|
452,453
|
|
|
390,949
|
|
|
61,504
|
|
|
15.7
|
%
|
|||
General and administrative
|
|
127,921
|
|
|
77,826
|
|
|
50,095
|
|
|
64.4
|
%
|
|||
Transaction-related costs
|
|
2,239
|
|
|
2,086
|
|
|
153
|
|
|
7.3
|
%
|
|||
Depreciation and amortization
|
|
33,862
|
|
|
31,846
|
|
|
2,016
|
|
|
6.3
|
%
|
|||
Certain legal and other matters
|
|
6,779
|
|
|
—
|
|
|
6,779
|
|
|
NM
|
|
|||
Total operating expenses
|
|
623,254
|
|
|
502,707
|
|
|
120,547
|
|
|
24.0
|
%
|
|||
Operating income
|
|
143,526
|
|
|
163,989
|
|
|
(20,463
|
)
|
|
(12.5
|
)%
|
|||
Interest expense, net
|
|
(35,959
|
)
|
|
(45,412
|
)
|
|
9,453
|
|
|
20.8
|
%
|
|||
Loss on early extinguishment of debt
|
|
(4,708
|
)
|
|
—
|
|
|
(4,708
|
)
|
|
NM
|
|
|||
Change in fair value of income tax receivable agreement
|
|
1,286
|
|
|
—
|
|
|
1,286
|
|
|
NM
|
|
|||
Income before income taxes
|
|
104,145
|
|
|
118,577
|
|
|
(14,432
|
)
|
|
(12.2
|
)%
|
|||
Income tax expense
|
|
2,479
|
|
|
18,713
|
|
|
(16,234
|
)
|
|
NM
|
|
|||
Net income
|
|
101,666
|
|
|
99,864
|
|
|
1,802
|
|
|
1.8
|
%
|
|||
Less: Net income attributable to noncontrolling interests
|
|
(98,520
|
)
|
|
(80,539
|
)
|
|
(17,981
|
)
|
|
(22.3
|
)%
|
|||
Net income attributable to American Renal Associates Holdings, Inc.
|
|
3,146
|
|
|
19,325
|
|
|
(16,179
|
)
|
|
NM
|
|
|||
Less: Change in the difference between the redemption value and estimated fair value for accounting purposes of the related noncontrolling interests
|
|
(10,067
|
)
|
|
—
|
|
|
(10,067
|
)
|
|
NM
|
|
|||
Net (loss) income attributable to common shareholders
|
|
$
|
(6,921
|
)
|
|
$
|
19,325
|
|
|
$
|
(26,246
|
)
|
|
NM
|
|
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
(in thousands)
|
|
2015
|
|
2014
|
|
|
|
Percentage
|
|||||||
|
|
(restated)
|
|
(restated)
|
|
Amount
|
|
Change
|
|||||||
Patient service operating revenues
|
|
$
|
672,249
|
|
|
$
|
564,004
|
|
|
$
|
108,245
|
|
|
19.2
|
%
|
Provision for uncollectible accounts
|
|
(5,553
|
)
|
|
(4,924
|
)
|
|
(629
|
)
|
|
(12.8
|
)%
|
|||
Net patient service operating revenues
|
|
666,696
|
|
|
559,080
|
|
|
107,616
|
|
|
19.2
|
%
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|||||
Patient care costs
|
|
390,949
|
|
|
329,847
|
|
|
61,102
|
|
|
18.5
|
%
|
|||
General and administrative
|
|
77,826
|
|
|
63,600
|
|
|
14,226
|
|
|
22.4
|
%
|
|||
Transaction-related costs
|
|
2,086
|
|
|
—
|
|
|
2,086
|
|
|
NM
|
|
|||
Depreciation and amortization
|
|
31,846
|
|
|
28,527
|
|
|
3,319
|
|
|
11.6
|
%
|
|||
Total operating expenses
|
|
502,707
|
|
|
421,974
|
|
|
80,733
|
|
|
19.1
|
%
|
|||
Operating income
|
|
163,989
|
|
|
137,106
|
|
|
26,883
|
|
|
19.6
|
%
|
|||
Interest expense, net
|
|
(45,412
|
)
|
|
(44,080
|
)
|
|
(1,332
|
)
|
|
(3.0
|
)%
|
|||
Income before income taxes
|
|
118,577
|
|
|
93,026
|
|
|
25,551
|
|
|
27.5
|
%
|
|||
Income tax expense
|
|
18,713
|
|
|
10,325
|
|
|
8,388
|
|
|
81.2
|
%
|
|||
Net income
|
|
99,864
|
|
|
82,701
|
|
|
17,163
|
|
|
20.8
|
%
|
|||
Less: Net income attributable to noncontrolling interests
|
|
(80,539
|
)
|
|
(65,785
|
)
|
|
(14,754
|
)
|
|
(22.4
|
)%
|
|||
Net income attributable to American Renal Associates Holdings, Inc.
|
|
$
|
19,325
|
|
|
$
|
16,916
|
|
|
$
|
2,409
|
|
|
14.2
|
%
|
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
(in thousands, except operating data)
|
|
December 31,
|
|
September 30,
|
|
June 30,
|
|
March 31,
|
|
December 31,
|
|
September 30,
|
|
June 30,
|
|
March 31,
|
||||||||||||||||
|
|
2018
|
|
2018
|
|
2018
|
|
2018
|
|
2017
|
|
2017
|
|
2017
|
|
2017
|
||||||||||||||||
|
|
|
|
(restated)
|
|
(restated)
|
|
(restated)
|
|
(restated)
|
|
(restated)
|
|
(restated)
|
|
(restated)
|
||||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Patient service operating revenues
|
|
$
|
207,806
|
|
|
$
|
205,719
|
|
|
$
|
205,952
|
|
|
$
|
186,299
|
|
|
$
|
190,509
|
|
|
$
|
190,670
|
|
|
$
|
177,890
|
|
|
$
|
178,249
|
|
Provision for uncollectible accounts
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,178
|
)
|
|
(2,752
|
)
|
|
(431
|
)
|
|
(1,955
|
)
|
||||||||
Net patient service operating revenues
|
|
207,806
|
|
|
205,719
|
|
|
205,952
|
|
|
186,299
|
|
|
187,331
|
|
|
187,918
|
|
|
177,459
|
|
|
176,294
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Patient care costs
|
|
148,525
|
|
|
145,939
|
|
|
141,468
|
|
|
134,077
|
|
|
124,493
|
|
|
119,739
|
|
|
118,568
|
|
|
120,301
|
|
||||||||
General and administrative
|
|
24,981
|
|
|
24,619
|
|
|
26,434
|
|
|
25,067
|
|
|
22,530
|
|
|
22,036
|
|
|
26,218
|
|
|
31,309
|
|
||||||||
Transaction‑related costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
856
|
|
|
—
|
|
|
—
|
|
|
717
|
|
|
—
|
|
||||||||
Gain on business interruption insurance
|
|
(375
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Depreciation and amortization
|
|
10,342
|
|
|
10,023
|
|
|
9,814
|
|
|
9,623
|
|
|
9,740
|
|
|
9,438
|
|
|
9,382
|
|
|
9,074
|
|
||||||||
Certain legal and other matters
|
|
1,384
|
|
|
1,028
|
|
|
32,546
|
|
|
4,103
|
|
|
3,535
|
|
|
3,481
|
|
|
4,297
|
|
|
3,936
|
|
||||||||
Total operating expenses
|
|
184,857
|
|
|
181,609
|
|
|
210,262
|
|
|
173,726
|
|
|
160,298
|
|
|
154,694
|
|
|
159,182
|
|
|
164,620
|
|
||||||||
Operating Income (loss)
|
|
22,949
|
|
|
24,110
|
|
|
(4,310
|
)
|
|
12,573
|
|
|
27,033
|
|
|
33,224
|
|
|
18,277
|
|
|
11,674
|
|
||||||||
Interest expense, net
|
|
(8,797
|
)
|
|
(8,242
|
)
|
|
(8,136
|
)
|
|
(7,457
|
)
|
|
(7,257
|
)
|
|
(7,255
|
)
|
|
(7,188
|
)
|
|
(7,609
|
)
|
||||||||
Loss on early extinguishment of debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(526
|
)
|
|
—
|
|
||||||||
Change in fair value of income tax receivable agreement
|
|
5,438
|
|
|
(3,480
|
)
|
|
1,736
|
|
|
(1,021
|
)
|
|
1,773
|
|
|
3,585
|
|
|
(2,641
|
)
|
|
4,517
|
|
||||||||
Income (loss) before income taxes
|
|
19,590
|
|
|
12,388
|
|
|
(10,710
|
)
|
|
4,095
|
|
|
21,549
|
|
|
29,554
|
|
|
7,922
|
|
|
8,582
|
|
||||||||
Income tax expense (benefit)
|
|
8,416
|
|
|
(124
|
)
|
|
(2,327
|
)
|
|
(3,069
|
)
|
|
10,725
|
|
|
3,763
|
|
|
(1,837
|
)
|
|
(3,180
|
)
|
||||||||
Net income (loss)
|
|
11,174
|
|
|
12,512
|
|
|
(8,383
|
)
|
|
7,164
|
|
|
10,824
|
|
|
25,791
|
|
|
9,759
|
|
|
11,762
|
|
||||||||
Less: Net income attributable to noncontrolling interest
|
|
(11,746
|
)
|
|
(13,246
|
)
|
|
(15,276
|
)
|
|
(10,966
|
)
|
|
(15,722
|
)
|
|
(18,295
|
)
|
|
(14,832
|
)
|
|
(13,884
|
)
|
||||||||
Net (loss) income attributable to American Renal Associates Holdings, Inc.
|
|
$
|
(572
|
)
|
|
$
|
(734
|
)
|
|
$
|
(23,659
|
)
|
|
$
|
(3,802
|
)
|
|
$
|
(4,898
|
)
|
|
$
|
7,496
|
|
|
$
|
(5,073
|
)
|
|
$
|
(2,122
|
)
|
Less: Change in the difference between the redemption value and estimated fair value for accounting purposes of the related noncontrolling interests
|
|
(1,235
|
)
|
|
(580
|
)
|
|
(1,248
|
)
|
|
497
|
|
|
1,229
|
|
|
559
|
|
|
(2,884
|
)
|
|
(10,407
|
)
|
||||||||
Net (loss) income attributed to common shareholders
|
|
$
|
(1,807
|
)
|
|
$
|
(1,314
|
)
|
|
$
|
(24,907
|
)
|
|
$
|
(3,305
|
)
|
|
$
|
(3,669
|
)
|
|
$
|
8,055
|
|
|
$
|
(7,957
|
)
|
|
$
|
(12,529
|
)
|
Other Financial Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted EBITDA (including noncontrolling interests)(1)
|
|
$
|
36,454
|
|
|
$
|
36,496
|
|
|
$
|
40,030
|
|
|
$
|
28,274
|
|
|
$
|
41,707
|
|
|
$
|
46,939
|
|
|
$
|
37,375
|
|
|
$
|
34,838
|
|
Adjusted EBITDA‑NCI(1)
|
|
24,708
|
|
|
23,250
|
|
|
24,754
|
|
|
17,308
|
|
|
25,985
|
|
|
28,644
|
|
|
22,543
|
|
|
20,954
|
|
||||||||
Capital Expenditures Total
|
|
15,886
|
|
|
10,656
|
|
|
8,567
|
|
|
9,851
|
|
|
11,293
|
|
|
10,727
|
|
|
7,647
|
|
|
6,406
|
|
||||||||
Development capital expenditures
|
|
13,166
|
|
|
6,619
|
|
|
6,628
|
|
|
6,896
|
|
|
10,352
|
|
|
9,205
|
|
|
5,651
|
|
|
4,488
|
|
||||||||
Other capital expenditures
|
|
2,720
|
|
|
4,037
|
|
|
1,939
|
|
|
2,955
|
|
|
941
|
|
|
1,522
|
|
|
1,996
|
|
|
1,918
|
|
||||||||
Operating Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Number of clinics (as of end of period)
|
|
241
|
|
|
235
|
|
|
233
|
|
|
228
|
|
|
228
|
|
|
217
|
|
|
218
|
|
|
216
|
|
||||||||
Number of de novo clinics opened (during period)
|
|
5
|
|
|
2
|
|
|
5
|
|
|
1
|
|
|
9
|
|
|
1
|
|
|
2
|
|
|
3
|
|
||||||||
Patients (as of end of period)
|
|
16,543
|
|
|
16,092
|
|
|
16,018
|
|
|
15,776
|
|
|
15,637
|
|
|
15,237
|
|
|
15,023
|
|
|
14,735
|
|
||||||||
Number of treatments
|
|
600,190
|
|
|
578,982
|
|
|
572,929
|
|
|
558,936
|
|
|
565,945
|
|
|
551,258
|
|
|
542,749
|
|
|
531,220
|
|
||||||||
Non‑acquired treatment growth
|
|
4.9
|
%
|
|
3.9
|
%
|
|
4.5
|
%
|
|
4.2
|
%
|
|
6.1
|
%
|
|
6.8
|
%
|
|
8.6
|
%
|
|
9.2
|
%
|
||||||||
Net patient service operating revenues per treatment
|
|
$
|
346
|
|
|
$
|
355
|
|
|
$
|
359
|
|
|
$
|
333
|
|
|
$
|
331
|
|
|
$
|
341
|
|
|
$
|
327
|
|
|
$
|
332
|
|
Patient care costs per treatment
|
|
$
|
247
|
|
|
$
|
252
|
|
|
$
|
247
|
|
|
$
|
240
|
|
|
$
|
220
|
|
|
$
|
217
|
|
|
$
|
218
|
|
|
$
|
226
|
|
Adjusted patient care costs per treatment (2)
|
|
$
|
247
|
|
|
$
|
252
|
|
|
$
|
247
|
|
|
$
|
240
|
|
|
$
|
220
|
|
|
$
|
217
|
|
|
$
|
217
|
|
|
$
|
223
|
|
General and administrative per treatment
|
|
$
|
42
|
|
|
$
|
43
|
|
|
$
|
46
|
|
|
$
|
45
|
|
|
$
|
40
|
|
|
$
|
40
|
|
|
$
|
48
|
|
|
$
|
59
|
|
Adjusted general and administrative per treatment (2)
|
|
$
|
42
|
|
|
$
|
43
|
|
|
$
|
46
|
|
|
$
|
45
|
|
|
$
|
40
|
|
|
$
|
40
|
|
|
$
|
43
|
|
|
$
|
45
|
|
(1)
|
The following table represents the reconciliation from net income to Adjusted EBITDA and Adjusted EBITDA-NCI for the periods indicated:
|
|
Three Months Ended
|
|
|
|
|
|||||||||||||||||||||||||||||||
|
December
31,
|
September
30,
|
June
30,
|
March
31,
|
December 31,
|
September
30, |
June
30, |
March
31, |
December
31,
|
September
30,
|
June
30,
|
March
31,
|
||||||||||||||||||||||||
(in thousands)
|
2018
|
2018
|
2018
|
2018
|
2017
|
2017
|
2017
|
2017
|
2016
|
2016
|
2016
|
2016
|
||||||||||||||||||||||||
|
|
(restated)
|
(restated)
|
(restated)
|
(restated)
|
(restated)
|
(restated)
|
(restated)
|
(restated)
|
(restated)
|
(restated)
|
(restated)
|
||||||||||||||||||||||||
Net Income (loss)
|
$
|
11,174
|
|
$
|
12,512
|
|
$
|
(8,383
|
)
|
$
|
7,164
|
|
$
|
10,824
|
|
$
|
25,791
|
|
$
|
9,759
|
|
$
|
11,762
|
|
$
|
12,390
|
|
$
|
36,117
|
|
$
|
21,169
|
|
$
|
31,990
|
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Stock-based compensation
|
1,575
|
|
1,298
|
|
1,678
|
|
1,380
|
|
1,269
|
|
1,054
|
|
3,948
|
|
10,088
|
|
17,047
|
|
12,673
|
|
10,192
|
|
386
|
|
||||||||||||
Depreciation and amortization
|
10,342
|
|
10,023
|
|
9,814
|
|
9,623
|
|
9,740
|
|
9,438
|
|
9,382
|
|
9,074
|
|
9,246
|
|
8,687
|
|
8,252
|
|
7,677
|
|
||||||||||||
Interest expense, net
|
8,797
|
|
8,242
|
|
8,136
|
|
7,457
|
|
7,257
|
|
7,255
|
|
7,188
|
|
7,609
|
|
7,373
|
|
7,372
|
|
8,951
|
|
12,263
|
|
||||||||||||
Income tax expense (benefit) and other non-income related tax
|
8,620
|
|
(87
|
)
|
(2,025
|
)
|
(3,069
|
)
|
10,852
|
|
3,766
|
|
(1,750
|
)
|
(3,114
|
)
|
(2,153
|
)
|
(956
|
)
|
1,342
|
|
4,531
|
|
||||||||||||
Transaction-related costs
|
—
|
|
—
|
|
—
|
|
856
|
|
—
|
|
—
|
|
717
|
|
—
|
|
|
—
|
|
2,215
|
|
24
|
|
|||||||||||||
Loss on early extinguishment of debt
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
526
|
|
—
|
|
—
|
|
—
|
|
4,708
|
|
—
|
|
||||||||||||
Change in fair value of income tax receivable agreement
|
(5,438
|
)
|
3,480
|
|
(1,736
|
)
|
1,021
|
|
(1,773
|
)
|
(3,585
|
)
|
2,641
|
|
(4,517
|
)
|
3,444
|
|
(12,565
|
)
|
7,835
|
|
—
|
|
||||||||||||
Certain legal and other matters
|
1,384
|
|
1,028
|
|
32,546
|
|
4,103
|
|
3,535
|
|
3,481
|
|
4,297
|
|
3,936
|
|
2,737
|
|
4,042
|
|
—
|
|
—
|
|
||||||||||||
Executive and management severance costs
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
917
|
|
—
|
|
1,650
|
|
—
|
|
—
|
|
—
|
|
||||||||||||
(Gain) loss on sale or closure of clinics
|
—
|
|
—
|
|
—
|
|
(261
|
)
|
3
|
|
(261
|
)
|
(250
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||||||
Management fees
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
80
|
|
457
|
|
|||||||||||||
Adjusted EBITDA (including noncontrolling interests)
|
36,454
|
|
36,496
|
|
40,030
|
|
28,274
|
|
41,707
|
|
46,939
|
|
37,375
|
|
34,838
|
|
51,734
|
|
55,370
|
|
64,744
|
|
57,328
|
|
||||||||||||
Less: Net income attributable to noncontrolling interests
|
(11,746
|
)
|
(13,246
|
)
|
(15,276
|
)
|
(10,966
|
)
|
(15,722
|
)
|
(18,295
|
)
|
(14,832
|
)
|
(13,884
|
)
|
(21,464
|
)
|
(23,345
|
)
|
(28,242
|
)
|
(25,469
|
)
|
||||||||||||
Adjusted EBITDA –NCI
|
$
|
24,708
|
|
$
|
23,250
|
|
$
|
24,754
|
|
$
|
17,308
|
|
$
|
25,985
|
|
$
|
28,644
|
|
$
|
22,543
|
|
$
|
20,954
|
|
$
|
30,270
|
|
$
|
32,025
|
|
$
|
36,502
|
|
$
|
31,859
|
|
(2)
|
See “—Key Performance Indicators” for discussion of the adjusted patient care costs per treatment and adjusted general and administrative per treatment calculations.
|
|
Three Months Ended September 30,
|
|
Increase (Decrease)
|
|||||||||||
|
2018
|
|
2017
|
|
|
|
Percentage
|
|||||||
(in thousands)
|
(restated)
|
|
(restated)
|
|
Amount
|
|
Change
|
|||||||
Patient service operating revenues
|
$
|
205,719
|
|
|
$
|
190,670
|
|
|
$
|
15,049
|
|
|
7.9
|
%
|
Provision for uncollectible accounts
|
—
|
|
|
(2,752
|
)
|
|
2,752
|
|
|
NM
|
|
|||
Net patient service operating revenues
|
205,719
|
|
|
187,918
|
|
|
17,801
|
|
|
9.5
|
%
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|||||
Patient care costs
|
145,939
|
|
|
119,739
|
|
|
26,200
|
|
|
21.9
|
%
|
|||
General and administrative
|
24,619
|
|
|
22,036
|
|
|
2,583
|
|
|
11.7
|
%
|
|||
Depreciation and amortization
|
10,023
|
|
|
9,438
|
|
|
585
|
|
|
6.2
|
%
|
|||
Certain legal and other matters
|
1,028
|
|
|
3,481
|
|
|
(2,453
|
)
|
|
(70.5
|
)%
|
|||
Total operating expenses
|
181,609
|
|
|
154,694
|
|
|
26,915
|
|
|
17.4
|
%
|
|||
Operating income
|
24,110
|
|
|
33,224
|
|
|
(9,114
|
)
|
|
(27.4
|
)%
|
|||
Interest expense, net
|
(8,242
|
)
|
|
(7,255
|
)
|
|
(987
|
)
|
|
(13.6
|
)%
|
|||
Change in fair value of income tax receivable agreement
|
(3,480
|
)
|
|
3,585
|
|
|
(7,065
|
)
|
|
NM
|
|
|||
Income before income taxes
|
12,388
|
|
|
29,554
|
|
|
(17,166
|
)
|
|
(58.1
|
)%
|
|||
Income tax (benefit) expense
|
(124
|
)
|
|
3,763
|
|
|
(3,887
|
)
|
|
NM
|
|
|||
Net income
|
12,512
|
|
|
25,791
|
|
|
(13,279
|
)
|
|
(51.5
|
)%
|
|||
Less: Net income attributable to noncontrolling interests
|
(13,246
|
)
|
|
(18,295
|
)
|
|
5,049
|
|
|
27.6
|
%
|
|||
Net (loss) income attributable to American Renal Associates Holdings, Inc.
|
$
|
(734
|
)
|
|
$
|
7,496
|
|
|
$
|
(8,230
|
)
|
|
NM
|
|
|
Three Months Ended June 30,
|
|
Increase (Decrease)
|
|||||||||||
|
2018
|
|
2017
|
|
|
|
Percentage
|
|||||||
(in thousands)
|
(restated)
|
|
(restated)
|
|
Amount
|
|
Change
|
|||||||
Patient service operating revenues
|
$
|
205,952
|
|
|
$
|
177,890
|
|
|
$
|
28,062
|
|
|
15.8
|
%
|
Provision for uncollectible accounts
|
—
|
|
|
(431
|
)
|
|
431
|
|
|
NM
|
|
|||
Net patient service operating revenues
|
205,952
|
|
|
177,459
|
|
|
28,493
|
|
|
16.1
|
%
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|||||
Patient care costs
|
141,468
|
|
|
118,568
|
|
|
22,900
|
|
|
19.3
|
%
|
|||
General and administrative
|
26,434
|
|
|
26,218
|
|
|
216
|
|
|
0.8
|
%
|
|||
Transaction-related costs
|
—
|
|
|
717
|
|
|
(717
|
)
|
|
NM
|
|
|||
Depreciation and amortization
|
9,814
|
|
|
9,382
|
|
|
432
|
|
|
4.6
|
%
|
|||
Certain legal and other matters
|
32,546
|
|
|
4,297
|
|
|
28,249
|
|
|
NM
|
|
|||
Total operating expenses
|
210,262
|
|
|
159,182
|
|
|
51,080
|
|
|
32.1
|
%
|
|||
Operating (loss) income
|
(4,310
|
)
|
|
18,277
|
|
|
(22,587
|
)
|
|
NM
|
|
|||
Interest expense, net
|
(8,136
|
)
|
|
(7,188
|
)
|
|
(948
|
)
|
|
(13.2
|
)%
|
|||
Loss on early extinguishment of debt
|
—
|
|
|
(526
|
)
|
|
526
|
|
|
NM
|
|
|||
Changes in fair value of income tax receivable agreement
|
1,736
|
|
|
(2,641
|
)
|
|
4,377
|
|
|
NM
|
|
|||
(Loss) income before income taxes
|
(10,710
|
)
|
|
7,922
|
|
|
(18,632
|
)
|
|
NM
|
|
|||
Income tax benefit
|
(2,327
|
)
|
|
(1,837
|
)
|
|
(490
|
)
|
|
(26.7
|
)%
|
|||
Net (loss) income
|
(8,383
|
)
|
|
9,759
|
|
|
(18,142
|
)
|
|
NM
|
|
|||
Less: Net income attributable to noncontrolling interests
|
(15,276
|
)
|
|
(14,832
|
)
|
|
(444
|
)
|
|
(3.0
|
)%
|
|||
Net loss attributable to American Renal Associates Holdings, Inc.
|
$
|
(23,659
|
)
|
|
$
|
(5,073
|
)
|
|
$
|
(18,586
|
)
|
|
NM
|
|
|
Three Months Ended March 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2018
|
|
2017
|
|
|
|
Percentage
|
|||||||
(in thousands)
|
(restated)
|
|
(restated)
|
|
Amount
|
|
Change
|
|||||||
Patient service operating revenues
|
$
|
186,299
|
|
|
$
|
178,249
|
|
|
$
|
8,050
|
|
|
4.5
|
%
|
Provision for uncollectible accounts
|
—
|
|
|
(1,955
|
)
|
|
1,955
|
|
|
NM
|
|
|||
Net patient service operating revenues
|
186,299
|
|
|
176,294
|
|
|
10,005
|
|
|
5.7
|
%
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
||||
Patient care costs
|
134,077
|
|
|
120,301
|
|
|
13,776
|
|
|
11.5
|
%
|
|||
General and administrative
|
25,067
|
|
|
31,309
|
|
|
(6,242
|
)
|
|
(19.9
|
)%
|
|||
Transaction-related costs
|
856
|
|
|
—
|
|
|
856
|
|
|
NM
|
|
|||
Depreciation and amortization
|
9,623
|
|
|
9,074
|
|
|
549
|
|
|
6.1
|
%
|
|||
Certain legal and other matters
|
4,103
|
|
|
3,936
|
|
|
167
|
|
|
4.2
|
%
|
|||
Total operating expenses
|
173,726
|
|
|
164,620
|
|
|
9,106
|
|
|
5.5
|
%
|
|||
Operating income
|
12,573
|
|
|
11,674
|
|
|
899
|
|
|
7.7
|
%
|
|||
Interest expense, net
|
(7,457
|
)
|
|
(7,609
|
)
|
|
152
|
|
|
2.0
|
%
|
|||
Change in fair value of income tax receivable agreement
|
(1,021
|
)
|
|
4,517
|
|
|
(5,538
|
)
|
|
(122.6
|
)%
|
|||
Income before income taxes
|
4,095
|
|
|
8,582
|
|
|
(4,487
|
)
|
|
(52.3
|
)%
|
|||
Income tax benefit
|
(3,069
|
)
|
|
(3,180
|
)
|
|
111
|
|
|
NM
|
|
|||
Net income
|
7,164
|
|
|
11,762
|
|
|
(4,598
|
)
|
|
(39.1
|
)%
|
|||
Less: Net income attributable to noncontrolling interests
|
(10,966
|
)
|
|
(13,884
|
)
|
|
2,918
|
|
|
21.0
|
%
|
|||
Net loss attributable to American Renal Associates Holdings, Inc.
|
$
|
(3,802
|
)
|
|
$
|
(2,122
|
)
|
|
$
|
(1,680
|
)
|
|
(79.2
|
)%
|
|
Three Months Ended September 30,
|
|
Increase (Decrease)
|
|||||||||||
|
2017
|
|
2016
|
|
|
|
Percentage
|
|||||||
(in thousands)
|
(restated)
|
|
(restated)
|
|
Amount
|
|
Change
|
|||||||
Patient service operating revenues
|
$
|
190,670
|
|
|
$
|
195,103
|
|
|
$
|
(4,433
|
)
|
|
(2.3
|
)%
|
Provision for uncollectible accounts
|
(2,752
|
)
|
|
(2,964
|
)
|
|
212
|
|
|
7.2
|
%
|
|||
Net patient service operating revenues
|
187,918
|
|
|
192,139
|
|
|
(4,221
|
)
|
|
(2.2
|
)%
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
||||
Patient care costs
|
119,739
|
|
|
116,115
|
|
|
3,624
|
|
|
3.1
|
%
|
|||
General and administrative
|
22,036
|
|
|
33,354
|
|
|
(11,318
|
)
|
|
(33.9
|
)%
|
|||
Depreciation and amortization
|
9,438
|
|
|
8,687
|
|
|
751
|
|
|
8.6
|
%
|
|||
Certain legal and other matters
|
3,481
|
|
|
4,042
|
|
|
(561
|
)
|
|
(13.9
|
)%
|
|||
Total operating expenses
|
154,694
|
|
|
162,198
|
|
|
(7,504
|
)
|
|
(4.6
|
)%
|
|||
Operating income
|
33,224
|
|
|
29,941
|
|
|
3,283
|
|
|
11.0
|
%
|
|||
Interest expense, net
|
(7,255
|
)
|
|
(7,372
|
)
|
|
117
|
|
|
1.6
|
%
|
|||
Change in fair value of income tax receivable agreement
|
3,585
|
|
|
12,565
|
|
|
(8,980
|
)
|
|
(71.5
|
)%
|
|||
Income before income taxes
|
29,554
|
|
|
35,134
|
|
|
(5,580
|
)
|
|
(15.9
|
)%
|
|||
Income tax expense (benefit)
|
3,763
|
|
|
(983
|
)
|
|
4,746
|
|
|
NM
|
|
|||
Net income
|
25,791
|
|
|
36,117
|
|
|
(10,326
|
)
|
|
(28.6
|
)%
|
|||
Less: Net income attributable to noncontrolling interests
|
(18,295
|
)
|
|
(23,345
|
)
|
|
5,050
|
|
|
21.6
|
%
|
|||
Net income attributable to American Renal Associates Holdings, Inc.
|
$
|
7,496
|
|
|
$
|
12,772
|
|
|
$
|
(5,276
|
)
|
|
(41.3
|
)%
|
|
Three Months Ended June 30,
|
|
Increase (Decrease)
|
|||||||||||
|
2017
|
|
2016
|
|
|
|
Percentage
|
|||||||
(in thousands)
|
(restated)
|
|
(restated)
|
|
Amount
|
|
Change
|
|||||||
Patient service operating revenues
|
$
|
177,890
|
|
|
$
|
197,752
|
|
|
$
|
(19,862
|
)
|
|
(10.0
|
)%
|
Provision for uncollectible accounts
|
(431
|
)
|
|
(1,596
|
)
|
|
1,165
|
|
|
73.0
|
%
|
|||
Net patient service operating revenues
|
177,459
|
|
|
196,156
|
|
|
(18,697
|
)
|
|
(9.5
|
)%
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|||||
Patient care costs
|
118,568
|
|
|
109,779
|
|
|
8,789
|
|
|
8.0
|
%
|
|||
General and administrative
|
26,218
|
|
|
32,039
|
|
|
(5,821
|
)
|
|
(18.2
|
)%
|
|||
Transaction-related costs
|
717
|
|
|
2,215
|
|
|
(1,498
|
)
|
|
NM
|
|
|||
Depreciation and amortization
|
9,382
|
|
|
8,252
|
|
|
1,130
|
|
|
13.7
|
%
|
|||
Certain legal and other matters
|
4,297
|
|
|
—
|
|
|
4,297
|
|
|
NM
|
|
|||
Total operating expenses
|
159,182
|
|
|
152,285
|
|
|
6,897
|
|
|
4.5
|
%
|
|||
Operating income
|
18,277
|
|
|
43,871
|
|
|
(25,594
|
)
|
|
(58.3
|
)%
|
|||
Interest expense, net
|
(7,188
|
)
|
|
(8,951
|
)
|
|
1,763
|
|
|
19.7
|
%
|
|||
Loss on early extinguishment of debt
|
(526
|
)
|
|
(4,708
|
)
|
|
4,182
|
|
|
88.8
|
%
|
|||
Change in fair value of income tax receivable agreement
|
(2,641
|
)
|
|
(7,835
|
)
|
|
5,194
|
|
|
NM
|
|
|||
Income before income taxes
|
7,922
|
|
|
22,377
|
|
|
(14,455
|
)
|
|
(64.6
|
)%
|
|||
Income tax (benefit) expense
|
(1,837
|
)
|
|
1,208
|
|
|
(3,045
|
)
|
|
NM
|
|
|||
Net income
|
9,759
|
|
|
21,169
|
|
|
(11,410
|
)
|
|
(53.9
|
)%
|
|||
Less: Net income attributable to noncontrolling interests
|
(14,832
|
)
|
|
(28,242
|
)
|
|
13,410
|
|
|
47.5
|
%
|
|||
Net loss attributable to American Renal Associates Holdings, Inc.
|
$
|
(5,073
|
)
|
|
$
|
(7,073
|
)
|
|
$
|
2,000
|
|
|
NM
|
|
|
Three Months Ended March 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2017
|
|
2016
|
|
|
|
Percentage
|
|||||||
(in thousands)
|
(restated)
|
|
(restated)
|
|
Amount
|
|
Change
|
|||||||
Patient service operating revenues
|
$
|
178,249
|
|
|
$
|
184,834
|
|
|
$
|
(6,585
|
)
|
|
(3.6
|
)%
|
Provision for uncollectible accounts
|
(1,955
|
)
|
|
(1,283
|
)
|
|
(672
|
)
|
|
(52.4
|
)%
|
|||
Net patient service operating revenues
|
176,294
|
|
|
183,551
|
|
|
(7,257
|
)
|
|
(4.0
|
)%
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|||||
Patient care costs
|
120,301
|
|
|
105,455
|
|
|
14,846
|
|
|
14.1
|
%
|
|||
General and administrative
|
31,309
|
|
|
21,643
|
|
|
9,666
|
|
|
44.7
|
%
|
|||
Transaction-related costs
|
—
|
|
|
24
|
|
|
(24
|
)
|
|
NM
|
|
|||
Depreciation and amortization
|
9,074
|
|
|
7,677
|
|
|
1,397
|
|
|
18.2
|
%
|
|||
Certain legal and other matters
|
3,936
|
|
|
—
|
|
|
3,936
|
|
|
NM
|
|
|||
Total operating expenses
|
164,620
|
|
|
134,799
|
|
|
29,821
|
|
|
22.1
|
%
|
|||
Operating income
|
11,674
|
|
|
48,752
|
|
|
(37,078
|
)
|
|
(76.1
|
)%
|
|||
Interest expense, net
|
(7,609
|
)
|
|
(12,263
|
)
|
|
4,654
|
|
|
38.0
|
%
|
|||
Change in fair value of income tax receivable agreement
|
4,517
|
|
|
—
|
|
|
4,517
|
|
|
NM
|
|
|||
Income before income taxes
|
8,582
|
|
|
36,489
|
|
|
(27,907
|
)
|
|
(76.5
|
)%
|
|||
Income tax (benefit) expense
|
(3,180
|
)
|
|
4,499
|
|
|
(7,679
|
)
|
|
NM
|
|
|||
Net income
|
11,762
|
|
|
31,990
|
|
|
(20,228
|
)
|
|
(63.2
|
)%
|
|||
Less: Net income attributable to noncontrolling interests
|
(13,884
|
)
|
|
(25,469
|
)
|
|
11,585
|
|
|
45.5
|
%
|
|||
Net (loss) income attributable to American Renal Associates Holdings, Inc.
|
$
|
(2,122
|
)
|
|
$
|
6,521
|
|
|
$
|
(8,643
|
)
|
|
NM
|
|
|
|
Year Ended December 31,
|
||||||||||
(dollars in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
(restated)
|
|
(restated)
|
||||||
Net cash provided by operating activities
|
|
$
|
106,404
|
|
|
$
|
128,548
|
|
|
$
|
172,206
|
|
Net cash used in investing activities
|
|
(42,846
|
)
|
|
(35,303
|
)
|
|
(65,939
|
)
|
|||
Net cash used in financing activities
|
|
(79,869
|
)
|
|
(122,539
|
)
|
|
(96,344
|
)
|
|||
Net (decrease) increase in cash and restricted cash
|
|
$
|
(16,311
|
)
|
|
$
|
(29,294
|
)
|
|
$
|
9,923
|
|
|
DSO
|
DSO
|
As of Date
|
As Reported
|
As Restated
|
March 31, 2016
|
40
|
59
|
June 30, 2016
|
37
|
61
|
September 30, 2016
|
37
|
62
|
December 31, 2016
|
37
|
61
|
March 31, 2017
|
39
|
64
|
June 30, 2017
|
38
|
60
|
September 30, 2017
|
39
|
59
|
December 31, 2017
|
37
|
55
|
March 31, 2018
|
40
|
53
|
June 30, 2018
|
38
|
46
|
September 30, 2018
|
40
|
44
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
(restated)
|
|
(restated)
|
||||||
Proceeds from issuance of common stock sold in initial public offering, net of underwriting discounts and offering expense
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
175,254
|
|
Dividends and dividend equivalents paid
|
|
(332
|
)
|
|
(8,729
|
)
|
|
(30,241
|
)
|
|||
Proceeds from term loans, net of deferred financing costs
|
|
82,389
|
|
|
49,921
|
|
|
70,590
|
|
|||
Net cash paid on long-term debt
|
|
(90,428
|
)
|
|
(63,681
|
)
|
|
(216,593
|
)
|
|||
Distributions to noncontrolling interests
|
|
(70,960
|
)
|
|
(79,478
|
)
|
|
(94,468
|
)
|
|||
Purchases of noncontrolling interests
|
|
(9,066
|
)
|
|
(29,540
|
)
|
|
(8,397
|
)
|
Scheduled payments under contractual obligations
(in thousands)
|
|
|
|
Less than 1
|
|
|
|
|
|
More than 5
|
||||||||||
|
|
Total
|
|
year
|
|
1-3 years
|
|
3-5 years
|
|
years
|
||||||||||
Third-party clinic-level debt
|
|
$
|
120,792
|
|
|
$
|
37,737
|
|
|
$
|
51,375
|
|
|
$
|
23,575
|
|
|
$
|
8,105
|
|
2017 Credit Agreement loans(1)
|
|
438,900
|
|
|
4,400
|
|
|
8,800
|
|
|
14,300
|
|
|
411,400
|
|
|||||
Other corporate debt
|
|
2,040
|
|
|
583
|
|
|
1,240
|
|
|
217
|
|
|
—
|
|
|||||
Operating leases(2)
|
|
184,552
|
|
|
29,774
|
|
|
54,082
|
|
|
42,786
|
|
|
57,910
|
|
|||||
Capital leases
|
|
10,945
|
|
|
876
|
|
|
1,870
|
|
|
1,913
|
|
|
6,286
|
|
|||||
Interest payments(3)
|
|
151,488
|
|
|
30,883
|
|
|
56,545
|
|
|
51,784
|
|
|
12,276
|
|
|||||
Purchase obligations(4)
|
|
139,625
|
|
|
57,000
|
|
|
56,525
|
|
|
26,100
|
|
|
—
|
|
|||||
Total
|
|
$
|
1,048,342
|
|
|
$
|
161,253
|
|
|
$
|
230,437
|
|
|
$
|
160,675
|
|
|
$
|
495,977
|
|
|
(1)
|
Includes the Term B Loan Facility with total borrowings of $433.4 million, which bears interest at a variable rate, with principal payments of $1.1 million and interest payments due quarterly, and the Revolving Credit Facility, which also bears interest at a variable rate, with total borrowings outstanding of $5.5 million.
|
(2)
|
Net of estimated sublease proceeds of approximately $1.5 million per year from 2019 through 2022 and approximately $4.3 million in the aggregate thereafter.
|
(3)
|
Represents interest payments on debt obligations, including the 2017 Term B Loan Facility under the 2017 Credit Agreement described above. To project interest payments on floating rate debt, we have used the rate as of December 31, 2018.
|
(4)
|
Reflects amounts payable pursuant to minimum purchase commitments under our agreements with certain suppliers. In the event of a shortfall, we are required to pay in cash a portion or all of the amount of such shortfall or may, under certain circumstances, be subject to a price increase or other fee. In addition to the amounts above, we entered into a purchase agreement in March 2019 with a supplier for an amount of approximately $105 million in years 2019 through 2022.
|
(dollars in thousands)
|
Amount
|
||
Year
|
Exercisable
|
||
2019
|
$
|
54,924
|
|
2020
|
20,213
|
|
|
2021
|
10,848
|
|
|
2022
|
8,451
|
|
|
2023
|
2,900
|
|
|
Thereafter
|
3,779
|
|
|
Total
|
$
|
101,115
|
|
|
Year Ended December 31,
|
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|
|||
Percentage of Revenues by Payor:
|
|
|
(restated)
|
|
(restated)
|
|
|||
Medicare and Medicare Advantage
|
67
|
%
|
|
61
|
%
|
|
54
|
%
|
|
Commercial and other (1)
|
28
|
%
|
|
35
|
%
|
|
43
|
%
|
|
Medicaid and Managed Medicaid
|
4
|
%
|
|
3
|
%
|
|
2
|
%
|
|
Other (2)
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
(1)
|
Principally commercial insurance companies and also includes the VA, which we refer to collectively as “Commercial and other.”
|
(2)
|
Other sources of payment of revenues include hospitals and patient self-pay. Patient self-pay revenues consist of payments received directly from patients who are either uninsured or self-pay a portion of the bill.
|
Buildings
|
39 years
|
Leasehold improvements
|
Shorter of lease term or useful lives
|
Equipment and information systems
|
3 to 10 years
|
•
|
Revenue, Accounts Receivable and Amounts due to Payors
|
•
|
Accounting for Income Taxes
|
•
|
Noncontrolling Interests
|
•
|
Journal Entries
|
•
|
revenue recognition (including accounting for accounts receivables and related reserves and amounts due to payors);
|
•
|
accounting for income taxes,
|
•
|
recording of balances impacted by noncontrolling interests, including noncontrolling interests subject to put rights; and
|
•
|
review and approval of journal entries.
|
•
|
Effective March 26, 2019, our former Chief Financial Officer resigned his position. The Board authorized the appointment of Mark Herbers as Interim Chief Financial Officer and Interim Chief Accounting Officer effective March 28, 2019.
|
•
|
To assist in the restatement activities and related matters, we augmented our personnel with qualified consulting services which will continue as long as necessary.
|
•
|
Initiatives are in process to redesign our internal control over financial reporting to formalize enhanced communication around revenue recognition, accounts receivable and income taxes; and
|
•
|
We expect to provide training to employees across our entire Company regarding the importance of integrity, accountability, communication and compliance with accounting policies and procedures.
|
•
|
Revenue, Accounts Receivable, and Amounts due to Payors
|
•
|
We have implemented and continue to implement measures to strengthen internal controls, including: (i) commencing the evaluation and establishment of policies, procedures and analytical tools, including certain controls to ensure that revenues, accounts receivable, contractual allowances and amounts due to payors are appropriately valued, (ii) ensuring a complete and accurate reconciliation of accounts receivable and amounts due to payors with subsequent cash receipts, (iii) developing more comprehensive and thorough analyses over the establishment of contractual allowances and reserves for uncollectible accounts, (iv) developing procedures to analyze the accounts receivable sub-ledger for over- and under-payments, and (v) establishing comprehensive and clear processes and controls to improve the completeness, accuracy and timeliness of billing.
|
•
|
Accounting for Income Taxes
|
•
|
We have implemented and continue to implement measures to strengthen internal controls, including developing comprehensive and clear policies, procedures and controls regarding the completeness, existence, accuracy and presentation of our accounting for income taxes including the income tax provision and related assets and liabilities.
|
•
|
Noncontrolling Interests
|
•
|
We are in the process of strengthening our controls over the review of schedules used to determine the carrying value of noncontrolling interests, including noncontrolling interests subject to put rights. Specifically, we are in the process of developing controls which will ensure a more thorough review over the inputs used in the calculation of noncontrolling interests and the completeness and accuracy of schedules used to determine adjustments to the carrying value of noncontrolling interest balances and their related impact on the consolidated financial statements.
|
•
|
Journal Entries
|
•
|
We have re-assessed and revised our processes to strengthen controls over the review and approval of journal entries. Specifically, we have reinforced existing policies and procedures regarding obtaining adequate supporting documentation in connection with the review and approval of journal entries in order to ensure the validity, accuracy, and completeness of recorded amounts.
|
Name
|
Age
|
Principal Occupation and Other Information
|
Joseph A. Carlucci
|
65
|
Chief Executive Officer and Chairman of the Board of Directors
|
Syed T. Kamal
|
67
|
President and Director
|
Don E. Williamson, M.D.
|
56
|
Executive Vice President and Chief Operating Officer
|
Mark Herbers
|
65
|
Interim Chief Financial Officer and Interim Chief Accounting Officer
|
Michael E. Boxer
|
57
|
Director
|
Susanne V. Clark
|
50
|
Director
|
Thomas W. Erickson
|
68
|
Director
|
Robert H. Fish
|
68
|
Director
|
Jared S. Hendricks
|
38
|
Director
|
John M. Jureller
|
60
|
Director
|
Patrick T. Ryan
|
61
|
Director
|
Steven M. Silver
|
51
|
Director
|
•
|
the quality and integrity of our financial statements;
|
•
|
our accounting and financial reporting process and the audits of our financial statements;
|
•
|
our compliance with legal and regulatory requirements in coordination with the Compliance Committee;
|
•
|
the independent registered public accounting firm’s qualifications, performance and independence; and
|
•
|
the qualifications and performance of our internal audit function.
|
Name and Principal Position
|
Year
|
Salary
($)
|
Bonus ($)(1)
|
Stock
Awards
($)(2)
|
Option
Awards
($)(2)
|
Non‑Equity
Incentive Plan
Compensation
($)(3)
|
All Other
Compensation
($)(4)
|
Total ($)
|
|||||
Joseph A. Carlucci
|
2018
|
926,519
|
—
|
|
2,150,022
|
—
|
|
446,102
|
|
114,076
|
|
3,636,718
|
|
Chairman and Chief Executive Officer
|
2017
|
892,203
|
—
|
|
1,100,004
|
614,019
|
|
624,542
|
|
121,856
|
|
3,352,624
|
|
|
|
|
|
|
|
|
|
|
|||||
Syed T. Kamal
|
2018
|
800,579
|
—
|
|
1,000,027
|
—
|
|
385,464
|
|
38,526
|
|
2,224,596
|
|
President
|
2017
|
770,928
|
—
|
|
499,997
|
280,694
|
|
539,649
|
|
62,292
|
|
2,153,560
|
|
|
|
|
|
|
|
|
|
|
|||||
Don E. Williamson, M.D.
|
2018
|
750,000
|
375,000
|
|
1,100,020
|
—
|
|
—
|
|
68,604
|
|
2,293,624
|
|
Executive Vice President and Chief Operating
|
|
|
|
|
|
|
|
|
|||||
Officer
|
|
|
|
|
|
|
|
|
(1)
|
Amount disclosed in this column reflects payment made by us for services performed during the year presented. See “—Narrative Disclosure to Summary Compensation Table—Annual Cash Bonus Award.”
|
(2)
|
Amounts disclosed reflect the aggregate grant date fair value of restricted stock and stock option awards granted during the indicated year computed in accordance with FASB ASC Topic 718, using the assumptions discussed in “Note 19 - Stock-Based Compensation” of the consolidated financial statements included elsewhere in this Form 10-K.
|
(3)
|
Amounts disclosed in this column reflect payments made by us for services performed and performance measures satisfied during the years presented. In light of the Restatement, Messrs. Carlucci and Kamal have repaid these amounts in full, as described below. See “—Narrative Disclosure to Summary Compensation Table-Non-Equity Incentive Plan Compensation” for a description of such executives’ agreements to repay certain amounts in light of the Restatement.
|
(4)
|
Amounts disclosed in this column include car allowances and payments for term life insurance and health insurance. For Messrs. Carlucci and Williamson, amounts disclosed in this column also include reimbursement for unutilized paid time off during the years presented and the cost of use of corporate aircraft for personal travel as described below under “—Other Compensation.”
|
•
|
continuation of base salary, at the then‑current level, for a period of 24 months, payable in installments in accordance with our normal payroll practices;
|
•
|
continuation of employee group health, life and disability plans until the earlier of (A) 24 months following the date of termination and (B) the date the executive is or becomes eligible for comparable coverage under health, life and disability plans of another employer; and
|
•
|
a pro rata portion of the officer’s bonus for the then‑current fiscal year based upon actual performance, payable at the time at which bonuses are normally paid.
|
•
|
continuation of base salary, at the then‑current level, for a period of 12 months, payable in installments in accordance with our normal payroll practices;
|
•
|
continuation of employee group health, life and disability plans until the earlier of (A) 12 months following the date of termination; and (B) the date the executive is or becomes eligible for comparable coverage under health, life and disability plans of another employer; and
|
•
|
a pro rata portion of the executive’s bonus for the then‑current fiscal year based upon actual performance, payable at the time at which bonuses are normally paid.
|
|
Option Awards
|
|
Stock Awards
|
||||||||||||||||
Name
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
|
Equity
Incentive Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
|
|
Option
Exercise
Price ($)
|
Option
Expiration
Date
|
|
Number of Shares or Units of Stock that Have Not Vested (#)
|
|
Market Value of Shares of Shares or Units of Stock that Have Not Vested ($)(11)
|
|||||||
Joseph A. Carlucci
|
416,720
|
|
(1)
|
—
|
|
|
—
|
|
|
1.28
|
|
7/9/2020
|
|
|
—
|
|
|
—
|
|
|
199,307
|
|
(2)
|
—
|
|
|
—
|
|
|
6.47
|
|
3/22/2023
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
595,253
|
|
(6)
|
20.45
|
|
5/7/2024
|
|
|
—
|
|
|
—
|
|
|
35,000
|
|
(3)
|
70,000
|
|
(3)
|
—
|
|
|
17.39
|
|
3/10/2027
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
42,170
|
|
(7)
|
485,798
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
63,547
|
|
(8)
|
732,061
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
32,737
|
|
(9)
|
377,130
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Syed T. Kamal
|
416,720
|
|
(1)
|
—
|
|
|
—
|
|
|
1.28
|
|
7/9/2020
|
|
|
—
|
|
|
—
|
|
|
199,307
|
|
(2)
|
—
|
|
|
—
|
|
|
6.47
|
|
3/22/2023
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
218,639
|
|
(6)
|
20.45
|
|
5/7/2024
|
|
|
—
|
|
|
—
|
|
|
16,000
|
|
(3)
|
32,000
|
|
(3)
|
—
|
|
|
17.39
|
|
3/10/2027
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
19,168
|
|
(7)
|
220,815
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
29,557
|
|
(8)
|
340,497
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
15,227
|
|
(9)
|
175,415
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Don E. Williamson, M.D.
|
11,970
|
|
(4)
|
—
|
|
|
—
|
|
|
1.28
|
|
5/10/2021
|
|
|
—
|
|
|
—
|
|
|
5,725
|
|
(2)
|
—
|
|
|
—
|
|
|
6.47
|
|
3/22/2023
|
|
|
—
|
|
|
—
|
|
|
17,674
|
|
(5)
|
35,346
|
|
(5)
|
—
|
|
|
12.13
|
|
10/31/2027
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
17,633
|
|
(10)
|
203,132
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
32,513
|
|
(8)
|
374,550
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
16,749
|
|
(9)
|
192,948
|
|
(1)
|
Represents performance‑based vesting stock options that were granted on July 9, 2010. Half of these options were eligible to vest upon either (i) the attainment by Centerbridge of both a 2.5 times return on investment (“MOIC”) and a 20% internal rate of return (“IRR”) or (ii) the date the volume weighted average price (“VWAP”) per share of common stock for the prior 365 consecutive days was equal to or greater than $8.70 (the “2.5X Options”). The remaining half of these options were eligible to vest upon either (i) the attainment by Centerbridge of both a 3.0 times MOIC and a 25% IRR or (ii) the date the VWAP per share of common stock for the prior 365 consecutive calendar days was equal to or greater than $13.28 (the “3.0X Options”). If the option holder’s employment is terminated without cause, due to the option holder’s death or disability, or for good reason, as applicable, then all of the foregoing performance-vesting stock options will remain outstanding for a period of 12 months following the date of termination.
|
(2)
|
Represents time-based vesting stock options granted on March 10, 2017. One-third of these stock options vest and become exercisable on each of the first three anniversaries of the date of grant, subject generally to the named executive officer’s continued employment with us. Outstanding and unvested stock options will become fully vested upon a change in control that occurs while the named executive officer is employed by us.
|
(3)
|
Represents time‑based vesting stock options that were granted on March 22, 2013. Twenty percent of these stock options vested and became exercisable on each of the first five anniversaries of the date of grant, subject generally to the named executive officer’s continued employment with us. Outstanding and unvested stock options will become fully vested upon a change in control that occurs while the named executive officer is employed by us.
|
(4)
|
Represents performance‑based vesting stock options that were granted on May 10, 2011. Half of these options were 2.5X Options, and the remaining half were 3.0X Options. For a description of the applicable vesting terms, see footnote 1.
|
(5)
|
Represents time-based vesting stock options granted on October 31, 2017. One-third of these stock options vest and become exercisable on each of the first three anniversaries of September 19, 2017, the effective date of Dr. Williamson’s appointment, subject generally to the named executive officer’s continued employment with us. Outstanding and unvested stock options will become fully vested upon a change in control that occurs while the named executive officer is employed by us.
|
(6)
|
Represents performance‑based vesting stock options that were granted on May 7, 2014. Of these stock options, 198,419 vest with respect to Mr. Carlucci and 72,882 vest with respect to Mr. Kamal either (i) if our Consolidated EBITDA (as defined in our former first lien credit agreement, dated as of February 20, 2013, excluding a minority interest adjustment as defined therein), which has generally been equal to Adjusted EBITDA-NCI, as defined elsewhere in this Form 10-K, for any four consecutive and completed fiscal quarters commencing following the grant of the stock options, exceeds $200 million or (ii) on the date the VWAP per share of common stock is equal to or greater than $53.95 for the prior 60 consecutive trading days.
|
(7)
|
Represents time-based vesting restricted stock that was granted on March 10, 2017. One-third of this stock award vests on each of the first three anniversaries of the date of grant, subject generally to the named executive officer’s continued employment with us. Outstanding and unvested stock awards will become fully vested upon a change in control that occurs while the named executive officer is employed by us.
|
(8)
|
Represents time-based vesting restricted stock that was granted on March 9, 2018. 29.167% of this stock award vests on each of the first three anniversaries of the date of grant and the remaining unvested shares vesting on the fourth anniversary, subject generally to the named executive officer’s continued employment with us. Outstanding and unvested stock awards will become fully vested upon a change in control that occurs while the named executive officer is employed by us.
|
(9)
|
Represents performance‑based vesting restricted stock that was granted on March 9, 2018. For a description of the applicable vesting terms, see “—Narrative Disclosure to Summary Compensation Table—Long-Term Incentive Awards.”
|
(10)
|
Represents time-based vesting restricted stock that was granted on October 31, 2017. One-third of this stock award vests on each of the first three anniversaries of September 19, 2017, the effective date of Dr. Williamson’s appointment, subject generally to the named executive officer’s continued employment with us. Outstanding and unvested stock awards will become fully vested upon a change in control that occurs while the named executive officer is employed by us.
|
(11)
|
Based on the closing price of the common stock on the NYSE on December 31, 2018 ($11.52), the last trading day of our fiscal year.
|
•
|
in the case of a termination due to death or disability, one year following such termination,
|
•
|
in the case of a termination by us for cause, immediately upon such termination,
|
•
|
in the case of a termination by us without cause or any voluntary resignation by the executive, 90 days following such termination, and
|
•
|
solely with respect to stock options granted prior to April 26, 2016, in the case of a termination due to retirement (i.e., reaching age 65 with at least ten years of service with us), the third anniversary of the retirement date (or the date the executive engages in any activity that would breach his restrictive covenants, if earlier than the third anniversary of the retirement date).
|
Name
|
|
Fees Earned
or Paid
in Cash ($)
|
|
Stock Awards ($)(6)(7)
|
|
Total ($)
|
Michael E. Boxer(1)
|
|
80,000
|
|
130,015
|
|
210,015
|
Thomas W. Erickson(2)
|
|
90,000
|
|
130,015
|
|
220,015
|
Robert H. Fish(3)
|
|
65,000
|
|
130,015
|
|
195,015
|
John M. Jureller(4)
|
|
75,000
|
|
130,015
|
|
205,015
|
Patrick T. Ryan(5)
|
|
80,000
|
|
130,015
|
|
210,015
|
(1)
|
Chairman of the Compliance Committee.
|
(2)
|
Chairman of the Compensation Committee and a member of the Nominating and Corporate Governance Committee and the Compliance Committee.
|
(3)
|
Member of the Audit Committee.
|
(4)
|
Chairman of the Audit Committee.
|
(5)
|
Member of the Audit Committee and the Compliance Committee.
|
(6)
|
Amounts reflect the aggregate grant date fair value of restricted stock awards granted during 2018, computed in accordance with FASB ASC Topic 718.
|
(7)
|
As of December 31, 2018, each of our non‑employee directors, other than Mr. Fish and directors affiliated with Centerbridge, held 11,450 stock options and 5,725 shares of restricted stock. As of December 31, 2018, Mr. Fish held 5,725 shares of restricted stock.
|
|
Member Annual
Service Retainer ($)
|
|
Chairperson Additional Annual Service Retainer ($)
|
||
Board of Directors
|
55,000
|
|
|
—
|
|
Audit Committee
|
10,000
|
|
|
20,000
|
|
Compensation Committee
|
10,000
|
|
|
15,000
|
|
Nominating and Corporate Governance Committee
|
5,000
|
|
|
—
|
|
Compliance Committee
|
15,000
|
|
|
25,000
|
|
Name of Beneficial Owner
|
|
Number of Shares Beneficially Owned
|
|
Percent of Class (%)
|
|
Principal Stockholders:
|
|
|
|
|
|
Centerbridge Capital Partners, L.P. and certain affiliated entities(1)
|
|
17,615,836
|
|
|
54.1
|
Van Berkom & Associates Inc.(2)
|
|
2,767,539
|
|
|
8.5
|
Directors, Director Nominees and Named Executive Officers:
|
|
|
|
|
|
Joseph A. Carlucci(3)
|
|
1,482,505
|
|
|
4.5
|
Syed T. Kamal(4)
|
|
1,369,623
|
|
|
4.1
|
Don E. Williamson(5)
|
|
145,129
|
|
|
*
|
Michael E. Boxer(6)
|
|
82,009
|
|
|
*
|
Susanne V. Clark(1)
|
|
—
|
|
|
—
|
Thomas W. Erickson(7)
|
|
49,296
|
|
|
*
|
Robert H. Fish
|
|
13,296
|
|
|
*
|
Jared S. Hendricks(1)
|
|
—
|
|
|
—
|
John M. Jureller(8)
|
|
30,976
|
|
|
*
|
Patrick T. Ryan(9)
|
|
30,976
|
|
|
*
|
Steven M. Silver(1)
|
|
—
|
|
|
—
|
Directors and executive officers as a group (12 persons)(10)
|
|
3,203,810
|
|
|
9.4
|
(1)
|
Comprised of 16,893,850 shares owned by Centerbridge Capital Partners, L.P. (together with its affiliates, “Centerbridge”), 523,697 shares owned by Centerbridge Capital Partners Strategic, L.P. and 198,289 shares owned by Centerbridge Capital Partners SBS, L.P. Centerbridge Associates, L.P. is the general partner of both Centerbridge Capital Partners, L.P. and Centerbridge Capital Partners Strategic, L.P., and Centerbridge Cayman GP Ltd. is the general partner of Centerbridge Associates, L.P. CCP SBS GP, LLC is the general partner of Centerbridge Capital Partners SBS, L.P. Jeffrey H. Aronson and Mark T. Gallogly are directors of Centerbridge Cayman GP Ltd. and managing members of CCP SBS GP, LLC. Messrs. Aronson and Gallogly are also the co-founders and managing principals of Centerbridge Partners, L.P., which is an affiliate of these entities but not a beneficial owner of shares of common stock. The business address of each of the entities and persons identified in this note is 375 Park Avenue, New York, New York 10152.
|
(2)
|
Based on a Schedule 13G filed with the SEC on February 11, 2019 reporting ownership as of December 31, 2018. The business address of Van Berkom & Associates Inc. is 1130 Sherbrooke Street West, Suite 1005, Montreal, Quebec H3A 2M8, Canada.
|
(3)
|
Includes (a) 686,027 shares of common stock issuable upon exercise of options that are currently exercisable and/or exercisable within 60 days after July 31, 2019, (b) 98,835 shares of restricted stock, (c) 392,572 shares owned by the U.S. Trust Company of Delaware, Trustee or its successor in trust under the Mary F. Carlucci Dynasty Trust dated October 21, 2012, and (d) 261,713 shares owned by the U.S. Trust Company of Delaware, Trustee or its successor in trust under the Joseph A. Carlucci Dynasty Trust dated October 21, 2012.
|
(4)
|
Includes (a) 648,027 shares of common stock issuable upon exercise of options that are currently exercisable and/or exercisable within 60 days after July 31, 2019 and (b) 45,748 shares of restricted stock.
|
(5)
|
Includes (a) 53,042 shares of common stock issuable upon exercise of options that are currently exercisable and/or exercisable within 60 days after July 31, 2019 and (b) 57,412 shares of restricted stock.
|
(6)
|
Includes 11,450 shares of common stock issuable upon exercise of options that are currently exercisable and/or exercisable within 60 days after July 31, 2019. Shares are beneficially owned through Black Diamond Partners LLC, JJ Bark LLC and Tribeca Investments LLC, all of which Mr. Boxer shares ownership with family members, except for 24,045 shares beneficially owned through The Enterprise Group Ltd., of which Mr. Boxer is the sole owner, and 13,801 shares and the shares issuable upon exercise of options, which are directly held by Mr. Boxer.
|
(7)
|
Includes (a) 11,450 shares of common stock issuable upon exercise of options that are currently exercisable and/or exercisable within 60 days after July 31, 2019, and (b) 18,320 shares beneficially owned through OTS Investments, Ltd., a family partnership in which Mr. Erickson and his wife are co‑general partners (each having a 0.5% ownership interest in the partnership) and their three children’s trusts are limited partners (each having a 33% ownership interest).
|
(8)
|
Includes 11,450 shares of common stock issuable upon exercise of options that are currently exercisable and/or exercisable within 60 days after July 31, 2019.
|
(9)
|
Includes 11,450 shares of common stock issuable upon exercise of options that are currently exercisable and/or exercisable within 60 days after July 31, 2019.
|
(10)
|
Includes (a) 1,432,896 shares of common stock issuable upon exercise of options that are currently exercisable and/or exercisable within 60 days after July 31, 2019 and (b) 201,995 shares of restricted stock.
|
Plan Category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights(1)
|
Weighted-average exercise price of outstanding options, warrants and rights(2)
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities in column (a))
|
||
|
(a)
|
|
(b)
|
|
(c)
|
||
Equity compensation plans approved by security holders:
|
|
|
|
|
|
||
2016 Omnibus Incentive Plan
|
1,106,578
|
|
|
$18.25
|
|
2,056,620
|
|
Equity compensation plans not approved by security holders(3)
|
|
|
|
|
|
||
2005 Stock Incentive Plan
|
11,120
|
|
|
$0.69
|
|
— (4)
|
|
2010 Stock Incentive Plan
|
3,859,143
|
|
|
$14.78
|
|
— (4)
|
|
2011 Stock Option Plan for Nonemployee Directors
|
34,350
|
|
|
$26.13
|
|
— (4)
|
|
Total
|
5,011,191
|
|
|
|
|
2,056,620
|
(1)
|
Consists of stock options.
|
(2)
|
Reflects the weighted-average exercise price of stock options.
|
(3)
|
For additional information concerning, and a narrative description of, the material terms of our equity compensation plans, see the discussion in “Note 19 - Stock-Based Compensation” of the notes to the consolidated financial statements.
|
(4)
|
No additional awards will be granted under the 2005 Stock Incentive Plan, the 2010 Stock Incentive Plan or the 2011 Stock Option Plan for Nonemployee Directors.
|
•
|
the relationship of the related person to our company;
|
•
|
the nature and extent of the related person’s interest in the transaction;
|
•
|
the material terms of the transaction;
|
•
|
the importance and fairness of the transaction both to us and to the related person;
|
•
|
the business rationale for engaging in the transaction;
|
•
|
whether the transaction would likely impair the judgment of a director or executive officer to act in our best interests;
|
•
|
whether the value and the terms of the transaction are substantially similar as compared to those of similar transactions we have previously entered into with non-related persons, if any; and
|
•
|
any other matters that management or the approving body deems appropriate.
|
•
|
we were or are to be a participant;
|
•
|
the amount involved exceeds $120,000; and
|
•
|
any related person (i.e., a director, director nominee, executive officer, greater than 5% beneficial owner and any immediate family member of such person) had or will have a direct or indirect material interest.
|
Related Person
|
TLH
Interests (%)
|
|
Value ($)
(dollars in thousands)
|
Centerbridge
|
79.3
|
|
4,025.5
|
Joseph A. Carlucci
|
2.9
|
|
149.5
|
Syed T. Kamal
|
2.9
|
|
149.5
|
Michael E. Boxer
|
*
|
|
11.7
|
Don E. Williamson, M.D.
|
*
|
|
5.0
|
Thomas W. Erickson
|
*
|
|
4.2
|
Michael R. Costa
|
*
|
|
3.1
|
Jonathan L. Wilcox
|
*
|
|
0.7
|
|
Years Ended December 31,
|
||||||
Fee Category
|
2018
|
|
2017
|
||||
Audit fees(1)
|
3,000,000
|
|
|
659,364
|
|
||
Audit-related fees
|
—
|
|
|
—
|
|
||
Tax fees
|
—
|
|
|
—
|
|
||
All other fees(2)
|
2,500
|
|
|
2,500
|
|
||
Total:
|
$
|
3,002,500
|
|
|
$
|
661,864
|
|
(1)
|
Includes the aggregate fees billed in each of the last two fiscal years for professional services rendered for the audit of our annual consolidated financial statements, reviews of quarterly consolidated financial statements and related reports and reviews of registration statements and certain periodic reports filed with the SEC. The fees are for services that are normally provided in connection with statutory or regulatory filings or engagements. The increase from 2017 to 2018 primarily related to the Restatement.
|
(2)
|
Includes fees related to use of the Grant Thornton LLP portal.
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2018
|
|
As of December 31, 2017
|
|
As of December 31, 2016
|
||||||
|
|
|
(restated)
|
|
(restated)
|
||||||
Assets
|
|
|
|
|
|
|
|
||||
Cash
|
$
|
55,200
|
|
|
$
|
71,511
|
|
|
$
|
100,905
|
|
Accounts receivable, less allowance for doubtful accounts of $3,270, $8,676, and $9,733 at December 31, 2018, 2017, and 2016, respectively
|
99,526
|
|
|
112,642
|
|
|
130,211
|
|
|||
Inventories
|
11,433
|
|
|
4,665
|
|
|
4,676
|
|
|||
Prepaid expenses and other current assets
|
28,127
|
|
|
24,998
|
|
|
18,498
|
|
|||
Current assets held for sale
|
577
|
|
|
—
|
|
|
—
|
|
|||
Total current assets
|
194,863
|
|
|
213,816
|
|
|
254,290
|
|
|||
Property and equipment, net of accumulated depreciation
|
180,268
|
|
|
168,537
|
|
|
170,118
|
|
|||
Deferred tax assets
|
—
|
|
|
—
|
|
|
10,349
|
|
|||
Intangible assets, net of accumulated amortization
|
24,628
|
|
|
25,368
|
|
|
25,626
|
|
|||
Other long-term assets
|
14,745
|
|
|
9,285
|
|
|
6,753
|
|
|||
Goodwill
|
571,339
|
|
|
573,145
|
|
|
573,092
|
|
|||
Total assets
|
$
|
985,843
|
|
|
$
|
990,151
|
|
|
$
|
1,040,228
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
||||
Accounts payable
|
$
|
59,082
|
|
|
$
|
33,421
|
|
|
$
|
31,127
|
|
Accrued compensation and benefits
|
34,587
|
|
|
28,985
|
|
|
29,103
|
|
|||
Accrued expenses and other current liabilities
|
61,116
|
|
|
64,575
|
|
|
63,022
|
|
|||
Current portion of long-term debt
|
42,855
|
|
|
44,534
|
|
|
48,274
|
|
|||
Total current liabilities
|
197,640
|
|
|
171,515
|
|
|
171,526
|
|
|||
Long-term debt, less current portion
|
517,511
|
|
|
515,554
|
|
|
522,058
|
|
|||
Income tax receivable agreement payable
|
3,700
|
|
|
7,500
|
|
|
21,200
|
|
|||
Other long-term liabilities
|
24,813
|
|
|
14,880
|
|
|
11,670
|
|
|||
Deferred tax liabilities
|
3,169
|
|
|
422
|
|
|
—
|
|
|||
Total liabilities
|
746,833
|
|
|
709,871
|
|
|
726,454
|
|
|||
Commitments and contingencies (Notes 21 and 22)
|
|
|
|
|
|
|
|
|
|||
Noncontrolling interests subject to put provisions
|
129,099
|
|
|
130,438
|
|
|
150,049
|
|
|||
Equity:
|
|
|
|
|
|
|
|
||||
Preferred stock, $0.01 par value, 1,000,000 shares authorized; none issued
|
—
|
|
|
—
|
|
|
—
|
|
|||
Common stock, $0.01 par value; 300,000,000 shares authorized; 32,603,846, 32,034,439, and 30,894,962 issued and outstanding at December 31, 2018, December 31, 2017, and December 31, 2016, respectively
|
196
|
|
|
193
|
|
|
184
|
|
|||
Additional paid-in capital
|
105,715
|
|
|
99,098
|
|
|
100,687
|
|
|||
Receivable from noncontrolling interests
|
(506
|
)
|
|
(358
|
)
|
|
(544
|
)
|
|||
Accumulated deficit
|
(164,451
|
)
|
|
(135,898
|
)
|
|
(131,301
|
)
|
|||
Accumulated other comprehensive income (loss), net of tax
|
76
|
|
|
(891
|
)
|
|
(100
|
)
|
|||
Total American Renal Associates Holdings, Inc. deficit
|
(58,970
|
)
|
|
(37,856
|
)
|
|
(31,074
|
)
|
|||
Noncontrolling interests not subject to put provisions
|
168,881
|
|
|
187,698
|
|
|
194,799
|
|
|||
Total equity
|
109,911
|
|
|
149,842
|
|
|
163,725
|
|
|||
Total liabilities and equity
|
$
|
985,843
|
|
|
$
|
990,151
|
|
|
$
|
1,040,228
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
(restated)
|
|
(restated)
|
||||||
Patient service operating revenues
|
$
|
805,776
|
|
|
$
|
737,318
|
|
|
$
|
772,221
|
|
Provision for uncollectible accounts
|
—
|
|
|
(8,316
|
)
|
|
(5,441
|
)
|
|||
Net patient service operating revenues
|
805,776
|
|
|
729,002
|
|
|
766,780
|
|
|||
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
||||||
Patient care costs
|
570,009
|
|
|
483,101
|
|
|
452,453
|
|
|||
General and administrative
|
101,101
|
|
|
102,093
|
|
|
127,921
|
|
|||
Transaction-related costs (Notes 2, 4 and 15)
|
856
|
|
|
717
|
|
|
2,239
|
|
|||
Gain on business interruption insurance (Note 2)
|
(375
|
)
|
|
—
|
|
|
—
|
|
|||
Depreciation and amortization
|
39,802
|
|
|
37,634
|
|
|
33,862
|
|
|||
Certain legal and other matters (Note 22)
|
39,061
|
|
|
15,249
|
|
|
6,779
|
|
|||
Total operating expenses
|
750,454
|
|
|
638,794
|
|
|
623,254
|
|
|||
Operating income
|
55,322
|
|
|
90,208
|
|
|
143,526
|
|
|||
Interest expense, net
|
(32,632
|
)
|
|
(29,309
|
)
|
|
(35,959
|
)
|
|||
Loss on early extinguishment of debt
|
—
|
|
|
(526
|
)
|
|
(4,708
|
)
|
|||
Change in fair value of income tax receivable agreement
|
2,673
|
|
|
7,234
|
|
|
1,286
|
|
|||
Income before income taxes
|
25,363
|
|
|
67,607
|
|
|
104,145
|
|
|||
Income tax expense
|
2,896
|
|
|
9,471
|
|
|
2,479
|
|
|||
Net income
|
22,467
|
|
|
58,136
|
|
|
101,666
|
|
|||
Less: Net income attributable to noncontrolling interests
|
(51,234
|
)
|
|
(62,733
|
)
|
|
(98,520
|
)
|
|||
Net (loss) income attributable to American Renal Associates Holdings, Inc.
|
(28,767
|
)
|
|
(4,597
|
)
|
|
3,146
|
|
|||
Less: Change in the difference between the redemption value and estimated fair value for accounting purposes of the related noncontrolling interests
|
(2,566
|
)
|
|
(11,503
|
)
|
|
(10,067
|
)
|
|||
Net loss attributable to common shareholders
|
$
|
(31,333
|
)
|
|
$
|
(16,100
|
)
|
|
$
|
(6,921
|
)
|
|
|
|
|
|
|
||||||
Loss per share (Note 18):
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.98
|
)
|
|
$
|
(0.52
|
)
|
|
$
|
(0.25
|
)
|
Diluted
|
$
|
(0.98
|
)
|
|
$
|
(0.52
|
)
|
|
$
|
(0.25
|
)
|
Weighted-average number of common shares outstanding
|
|
|
|
|
|
||||||
Basic
|
31,965,844
|
|
|
31,081,824
|
|
|
28,118,673
|
|
|||
Diluted
|
31,965,844
|
|
|
31,081,824
|
|
|
28,118,673
|
|
|||
Cash dividends declared per share
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.30
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
(restated)
|
|
(restated)
|
||||||
Net income
|
$
|
22,467
|
|
|
$
|
58,136
|
|
|
$
|
101,666
|
|
Unrealized gain (loss) on derivative agreements, net of tax
|
1,181
|
|
|
(791
|
)
|
|
401
|
|
|||
Total comprehensive income
|
23,648
|
|
|
57,345
|
|
|
102,067
|
|
|||
Less: Comprehensive income attributable to noncontrolling interests
|
(51,234
|
)
|
|
(62,733
|
)
|
|
(98,520
|
)
|
|||
Total comprehensive (loss) income attributable to American Renal Associates Holdings, Inc.
|
$
|
(27,586
|
)
|
|
$
|
(5,388
|
)
|
|
$
|
3,547
|
|
|
|
|
Total American Renal Associates Holdings, Inc. Equity (Deficit) for the Years Ended
|
|||||||||||||||||||||||||||||||
|
Noncontrolling Interests subject to put provisions
|
|
Common Stock
|
|
Additional Paid-in
Capital
|
|
Receivable from
Noncontrolling
Interest Holders
|
|
Retained Earnings
(Deficit)
|
|
Accumulated
Other Comprehensive
Income (loss)
|
|
Total
|
|
Noncontrolling Interests not subject to put provisions
|
|||||||||||||||||||
|
|
Shares
|
|
Par Value
|
|
|
|
|
|
|
||||||||||||||||||||||||
Balance, December 31, 2015 (As Restated)
|
$
|
117,575
|
|
|
22,213,967
|
|
|
$
|
98
|
|
|
$
|
—
|
|
|
$
|
(529
|
)
|
|
$
|
(122,279
|
)
|
|
$
|
(501
|
)
|
|
$
|
(123,211
|
)
|
|
$
|
188,843
|
|
Net income (loss)
|
28,162
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,146
|
|
|
—
|
|
|
3,146
|
|
|
70,358
|
|
||||||||
Stock‑based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
40,285
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,285
|
|
|
—
|
|
||||||||
Exercise of stock options
|
—
|
|
|
55,995
|
|
|
—
|
|
|
(186
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(186
|
)
|
|
—
|
|
||||||||
Issuance of common stock sold in initial public offering, net of offering expense of $19,619
|
—
|
|
|
8,625,000
|
|
|
86
|
|
|
170,045
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
170,131
|
|
|
—
|
|
||||||||
Cash dividends, $1.30 per common share
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,886
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,886
|
)
|
|
—
|
|
||||||||
Cash dividend equivalents paid on share-based payments
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,355
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,355
|
)
|
|
—
|
|
||||||||
Cash dividend equivalents accrued on share-based payments
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,688
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,688
|
)
|
|
—
|
|
||||||||
Non-cash dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,233
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,233
|
)
|
|
—
|
|
||||||||
Income tax receivable agreement dividend
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,400
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,400
|
)
|
|
—
|
|
||||||||
Distributions to noncontrolling interests
|
(27,048
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(67,419
|
)
|
||||||||
Contributions from noncontrolling interests
|
3,249
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
4,236
|
|
||||||||
Purchases of noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,680
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,680
|
)
|
|
(717
|
)
|
||||||||
Sales of noncontrolling interests
|
127
|
|
|
—
|
|
|
—
|
|
|
99
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
99
|
|
|
—
|
|
||||||||
Reclassification and other adjustments
|
502
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(502
|
)
|
||||||||
Change in fair value of interest rate swaps, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
401
|
|
|
401
|
|
|
—
|
|
||||||||
Change in fair value of noncontrolling interests
|
27,482
|
|
|
—
|
|
|
—
|
|
|
(15,314
|
)
|
|
—
|
|
|
(12,168
|
)
|
|
—
|
|
|
(27,482
|
)
|
|
—
|
|
||||||||
Balance, December 31, 2016 (As Restated)
|
$
|
150,049
|
|
|
30,894,962
|
|
|
$
|
184
|
|
|
$
|
100,687
|
|
|
$
|
(544
|
)
|
|
$
|
(131,301
|
)
|
|
$
|
(100
|
)
|
|
$
|
(31,074
|
)
|
|
$
|
194,799
|
|
Net income (loss)
|
17,224
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,597
|
)
|
|
—
|
|
|
(4,597
|
)
|
|
45,509
|
|
||||||||
Stock‑based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
15,872
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,872
|
|
|
—
|
|
||||||||
Exercise of stock options
|
—
|
|
|
861,866
|
|
|
9
|
|
|
2,371
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,380
|
|
|
—
|
|
||||||||
Issuance of Restricted Stock
|
—
|
|
|
277,611
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Cash dividend equivalents accrued on share-based payments
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,880
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,880
|
)
|
|
—
|
|
||||||||
Distributions to noncontrolling interests
|
(23,656
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(55,822
|
)
|
||||||||
Contributions from noncontrolling interests
|
3,015
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
186
|
|
|
—
|
|
|
—
|
|
|
186
|
|
|
3,321
|
|
||||||||
Purchases of noncontrolling interests
|
(25,317
|
)
|
|
—
|
|
|
—
|
|
|
(7,566
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,566
|
)
|
|
(353
|
)
|
||||||||
Sales of noncontrolling interests
|
32
|
|
|
—
|
|
|
—
|
|
|
231
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
231
|
|
|
(282
|
)
|
||||||||
Reclassification and other adjustments
|
(526
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
526
|
|
||||||||
Change in fair value of interest rate swaps, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(791
|
)
|
|
(791
|
)
|
|
—
|
|
||||||||
Change in fair value of noncontrolling interests
|
9,617
|
|
|
—
|
|
|
—
|
|
|
(9,617
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,617
|
)
|
|
—
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2017 (As Restated)
|
$
|
130,438
|
|
|
32,034,439
|
|
|
$
|
193
|
|
|
$
|
99,098
|
|
|
$
|
(358
|
)
|
|
$
|
(135,898
|
)
|
|
$
|
(891
|
)
|
|
$
|
(37,856
|
)
|
|
$
|
187,698
|
|
Net income
|
13,633
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,767
|
)
|
|
—
|
|
|
(28,767
|
)
|
|
37,601
|
|
||||||||
Reclassification of stranded tax effects related to the Tax Cuts and Jobs Act of 2017
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
214
|
|
|
(214
|
)
|
|
—
|
|
|
—
|
|
||||||||
Stock‑based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
5,721
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,721
|
|
|
—
|
|
||||||||
Exercise of stock options
|
—
|
|
|
348,442
|
|
|
3
|
|
|
1,395
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,398
|
|
|
—
|
|
||||||||
Issuance of restricted stock
|
—
|
|
|
359,691
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Forfeiture of restricted stock options
|
—
|
|
|
(70,382
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Common stock repurchases for tax withholdings of net settlement of equity awards
|
—
|
|
|
(49,406
|
)
|
|
—
|
|
|
(417
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(417
|
)
|
|
—
|
|
||||||||
Vested restricted stock awards withheld on net share settlement
|
—
|
|
|
(18,938
|
)
|
|
—
|
|
|
(421
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(421
|
)
|
|
—
|
|
||||||||
Cash dividend equivalents accrual reduction on share-based payments
|
—
|
|
|
—
|
|
|
—
|
|
|
478
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
478
|
|
|
—
|
|
||||||||
Distributions to noncontrolling interests
|
(20,243
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50,717
|
)
|
||||||||
Contributions from noncontrolling interests
|
2,623
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(148
|
)
|
|
—
|
|
|
—
|
|
|
(148
|
)
|
|
5,264
|
|
||||||||
Purchases of noncontrolling interests
|
(1,062
|
)
|
|
—
|
|
|
—
|
|
|
(6,645
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,645
|
)
|
|
(1,359
|
)
|
||||||||
Sales of noncontrolling interests
|
166
|
|
|
—
|
|
|
—
|
|
|
(891
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(891
|
)
|
|
1,335
|
|
||||||||
Reclassification and other adjustments
|
10,941
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,941
|
)
|
||||||||
Change in fair value of derivative agreements, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,181
|
|
|
1,181
|
|
|
—
|
|
||||||||
Change in fair value of noncontrolling interests
|
(7,397
|
)
|
|
—
|
|
|
—
|
|
|
7,397
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,397
|
|
|
—
|
|
||||||||
Balance at December 31, 2018
|
$
|
129,099
|
|
|
32,603,846
|
|
|
$
|
196
|
|
|
$
|
105,715
|
|
|
$
|
(506
|
)
|
|
$
|
(164,451
|
)
|
|
$
|
76
|
|
|
$
|
(58,970
|
)
|
|
$
|
168,881
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
(restated)
|
|
(restated)
|
||||||
Operating activities
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
22,467
|
|
|
$
|
58,136
|
|
|
$
|
101,666
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
39,802
|
|
|
37,634
|
|
|
33,862
|
|
|||
Amortization of discounts, fees and deferred financing costs
|
1,981
|
|
|
2,031
|
|
|
2,595
|
|
|||
Loss on early extinguishment of debt
|
—
|
|
|
526
|
|
|
4,708
|
|
|||
Stock-based compensation
|
5,721
|
|
|
15,872
|
|
|
40,285
|
|
|||
Premium paid for interest rate cap agreements
|
—
|
|
|
(1,186
|
)
|
|
—
|
|
|||
Deferred taxes
|
2,350
|
|
|
11,299
|
|
|
(18,570
|
)
|
|||
Change in fair value of income tax receivable agreement
|
(2,673
|
)
|
|
(7,234
|
)
|
|
(1,286
|
)
|
|||
Non-cash charge related to derivative agreements
|
46
|
|
|
173
|
|
|
473
|
|
|||
Non-cash rent charges
|
73
|
|
|
1,044
|
|
|
2,191
|
|
|||
Loss (gain) on disposal of assets
|
80
|
|
|
(27
|
)
|
|
857
|
|
|||
Change in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
13,118
|
|
|
17,568
|
|
|
(21,221
|
)
|
|||
Inventories
|
(6,799
|
)
|
|
11
|
|
|
(385
|
)
|
|||
Prepaid expenses and other current assets
|
(2,340
|
)
|
|
(6,353
|
)
|
|
(4,768
|
)
|
|||
Other assets
|
(5,712
|
)
|
|
(1,325
|
)
|
|
(219
|
)
|
|||
Accounts payable
|
25,661
|
|
|
2,294
|
|
|
8,556
|
|
|||
Accrued compensation and benefits
|
5,602
|
|
|
(118
|
)
|
|
6,599
|
|
|||
Accrued expenses and other liabilities
|
7,027
|
|
|
(1,797
|
)
|
|
16,863
|
|
|||
Cash provided by operating activities
|
106,404
|
|
|
128,548
|
|
|
172,206
|
|
|||
Investing activities
|
|
|
|
|
|
|
|
|
|||
Purchases of property, equipment and intangible assets
|
(44,960
|
)
|
|
(36,073
|
)
|
|
(61,432
|
)
|
|||
Proceeds from asset sales
|
2,502
|
|
|
2,325
|
|
|
—
|
|
|||
Cash paid for acquisitions
|
(388
|
)
|
|
(1,555
|
)
|
|
(4,507
|
)
|
|||
Cash used in investing activities
|
(42,846
|
)
|
|
(35,303
|
)
|
|
(65,939
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
|
|
|||
Proceeds from issuance of common stock sold in initial public offering, net of underwriting discounts and offering expense
|
—
|
|
|
—
|
|
|
175,254
|
|
|||
Net proceeds from issuance of long-term debt
|
—
|
|
|
267,564
|
|
|
60,000
|
|
|||
Cash paid for financing costs
|
—
|
|
|
(3,914
|
)
|
|
(1,350
|
)
|
|||
Proceeds on term loans, net of deferred financing costs
|
82,389
|
|
|
49,921
|
|
|
70,590
|
|
|||
Payments on long-term debt
|
(90,428
|
)
|
|
(327,331
|
)
|
|
(275,243
|
)
|
|||
Dividends and dividend equivalents paid
|
(332
|
)
|
|
(8,729
|
)
|
|
(30,241
|
)
|
|||
Proceeds from exercise of stock options
|
1,398
|
|
|
2,380
|
|
|
170
|
|
|||
Common stock repurchases for tax withholdings of net settlement of equity awards
|
(417
|
)
|
|
—
|
|
|
(356
|
)
|
|||
Repurchases of vested restricted stock awards withheld on net share settlement
|
(421
|
)
|
|
—
|
|
|
—
|
|
|||
Distributions to noncontrolling interests
|
(70,960
|
)
|
|
(79,478
|
)
|
|
(94,468
|
)
|
|||
Contributions from noncontrolling interests
|
7,739
|
|
|
6,522
|
|
|
7,470
|
|
|||
Purchases of noncontrolling interests
|
(9,066
|
)
|
|
(29,540
|
)
|
|
(8,397
|
)
|
|||
Proceeds from sales of additional noncontrolling interests
|
229
|
|
|
66
|
|
|
227
|
|
|||
Cash used in financing activities
|
(79,869
|
)
|
|
(122,539
|
)
|
|
(96,344
|
)
|
|||
|
|
|
|
|
|
||||||
(Decrease) increase in cash
|
(16,311
|
)
|
|
(29,294
|
)
|
|
9,923
|
|
|||
Cash at beginning of year
|
71,611
|
|
|
100,905
|
|
|
90,982
|
|
|||
Cash and restricted cash at end of year (Note 5)
|
$
|
55,300
|
|
|
$
|
71,611
|
|
|
$
|
100,905
|
|
|
|
|
|
|
|
||||||
Supplemental Disclosure of Cash Flow Information
|
|
|
|
|
|
||||||
Cash paid for income taxes
|
$
|
2,635
|
|
|
$
|
1,885
|
|
|
$
|
16,095
|
|
Cash paid for interest
|
30,504
|
|
|
26,812
|
|
|
32,499
|
|
|||
Supplemental Disclosure of Non-Cash Flow Information
|
|
|
|
|
|
||||||
Liability accrued for initial fair value of Tax Receivable Agreement
|
—
|
|
|
—
|
|
|
23,400
|
|
|||
Dividends declared not paid
|
—
|
|
|
—
|
|
|
26,232
|
|
|||
Assets acquired under capital lease obligations
|
6,168
|
|
|
—
|
|
|
—
|
|
|||
Change in liability accrued for dividend equivalent payments
|
(478
|
)
|
|
2,880
|
|
|
6,688
|
|
|||
Contributions from noncontrolling interests in the form of a receivable
|
148
|
|
|
—
|
|
|
15
|
|
|||
Liability accrued for purchases of noncontrolling interests
|
—
|
|
|
3,696
|
|
|
—
|
|
|||
Non-cash portion of long-term debt refinancing
|
—
|
|
|
167,808
|
|
|
—
|
|
(1)
|
Principally commercial insurance companies and also includes the VA.
|
(2)
|
Other sources of payment of revenues include hospitals and patient self-pay. Patient self-pay revenues consist of payments received directly from patients who are either uninsured or self-pay a portion of the bill.
|
Buildings
|
39 years
|
Leasehold improvements
|
Shorter of lease term or useful lives
|
Equipment and information systems
|
3 to 10 years
|
a.
|
Revenue recognition and accounts receivable - The methodology for reserving for contractual allowances did not reconcile revenue and accounts receivable to the Company's collection experience and actual cash collections. The restated amounts consider actual cash collections associated with the dates of service in each relevant period.
|
b.
|
Noncontrolling interests subject to puts provisions - As a result of the restatement adjustments described in item (a) of this Note, the fair values of Noncontrolling Interest subject to puts have been revalued and restated. In addition, the Company did not correctly account for noncontrolling interests subject to put provisions during the Restated Periods, therefore the Company has reclassified certain equity balances. The reclassifications had no impact on income before income taxes or net income.
|
c.
|
Clinic dispositions - The gain or loss calculation for the sale and/or closure of dialysis clinics did not consider all relevant accounts. The restated amounts include the impact of all relevant accounts, including goodwill.
|
d.
|
Income taxes - Adjustments to income taxes were made for the income tax effects of the restatement adjustments described in item (a) of this Note. In addition, the Company did not correctly account for certain income tax provisions during the Restated Periods, causing income tax expenses and related interest to be accrued incorrectly in those periods.
|
e.
|
Net income attributable to noncontrolling interests - The restatement adjustments related to net income attributable to noncontrolling interests are due to the impacts of the other restatement adjustments noted above.
|
f.
|
Other - There are other adjustments not otherwise described in items (a) through (e) of this Note that are individually, and in the aggregate, insignificant to previously reported income from operations before income taxes.
|
g.
|
Clinic dispositions - In addition to the adjustment noted in (c) above related to clinic dispositions, in certain circumstances, the Company presented the gain or loss as a component of patient care costs rather than as a component of general and administrative expenses. The Company has reclassified the adjusted gain or loss to general and administrative expenses where applicable. The reclassifications had no impact on income before income taxes or net income.
|
h.
|
Non-income-based tax - The Company reclassified non-income-based tax expenses that were misclassified in income tax expense to general and administrative expense and patient care costs as applicable. The reclassifications had no impact on net income.
|
|
As of December 31, 2017
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
|
|
As Restated
|
||||||
Assets
|
|
|
|
|
|
|
|
|
|||||
Cash
|
$
|
71,521
|
|
|
$
|
(10
|
)
|
|
f
|
|
$
|
71,511
|
|
Accounts receivable, net of allowance for doubtful accounts
|
79,662
|
|
|
32,980
|
|
|
a
|
|
112,642
|
|
|||
Inventories
|
4,665
|
|
|
—
|
|
|
|
|
4,665
|
|
|||
Prepaid expenses and other current assets
|
24,998
|
|
|
—
|
|
|
|
|
24,998
|
|
|||
Income tax receivable
|
6,745
|
|
|
(6,745
|
)
|
|
d
|
|
—
|
|
|||
Total current assets
|
187,591
|
|
|
26,225
|
|
|
|
|
213,816
|
|
|||
Property and equipment, net of accumulated depreciation
|
168,537
|
|
|
—
|
|
|
|
|
168,537
|
|
|||
Intangible assets, net of accumulated amortization
|
25,368
|
|
|
—
|
|
|
|
|
25,368
|
|
|||
Other long-term assets
|
9,285
|
|
|
—
|
|
|
|
|
9,285
|
|
|||
Goodwill
|
573,427
|
|
|
(282
|
)
|
|
c
|
|
573,145
|
|
|||
Total assets
|
$
|
964,208
|
|
|
$
|
25,943
|
|
|
|
|
$
|
990,151
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|||||
Accounts payable
|
$
|
33,421
|
|
|
$
|
—
|
|
|
|
|
$
|
33,421
|
|
Accrued compensation and benefits
|
28,985
|
|
|
—
|
|
|
|
|
28,985
|
|
|||
Accrued expenses and other current liabilities
|
49,963
|
|
|
14,612
|
|
|
d
|
|
64,575
|
|
|||
Current portion of long-term debt
|
44,534
|
|
|
—
|
|
|
|
|
44,534
|
|
|||
Total current liabilities
|
156,903
|
|
|
14,612
|
|
|
|
|
171,515
|
|
|||
Long-term debt, less current portion
|
515,554
|
|
|
—
|
|
|
|
|
515,554
|
|
|||
Income tax receivable agreement payable
|
7,500
|
|
|
—
|
|
|
|
|
7,500
|
|
|||
Other long-term liabilities
|
14,880
|
|
|
—
|
|
|
|
|
14,880
|
|
|||
Deferred tax liabilities
|
8,991
|
|
|
(8,569
|
)
|
|
d
|
|
422
|
|
|||
Total liabilities
|
703,828
|
|
|
6,043
|
|
|
|
|
709,871
|
|
|||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|||
Noncontrolling interests subject to put provisions
|
139,895
|
|
|
(9,457
|
)
|
|
b
|
|
130,438
|
|
|||
Equity:
|
|
|
|
|
|
|
|
|
|||||
Preferred stock, $0.01 par value, 1,000,000 shares authorized; none issued
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Common stock, $0.01 par value; 300,000,000 shares authorized; 32,034,439 issued and outstanding
|
193
|
|
|
—
|
|
|
|
|
193
|
|
|||
Additional paid-in capital
|
67,853
|
|
|
31,245
|
|
|
b,c
|
|
99,098
|
|
|||
Receivable from noncontrolling interests
|
(358
|
)
|
|
—
|
|
|
|
|
(358
|
)
|
|||
Accumulated deficit
|
(123,789
|
)
|
|
(12,109
|
)
|
|
a,b,c,d,f
|
|
(135,898
|
)
|
|||
Accumulated other comprehensive income (loss), net of tax
|
(677
|
)
|
|
(214
|
)
|
|
d
|
|
(891
|
)
|
|||
Total American Renal Associates Holdings, Inc. deficit
|
(56,778
|
)
|
|
18,922
|
|
|
|
|
(37,856
|
)
|
|||
Noncontrolling interests not subject to put provisions
|
177,263
|
|
|
10,435
|
|
|
b
|
|
187,698
|
|
|||
Total equity
|
120,485
|
|
|
29,357
|
|
|
|
|
149,842
|
|
|||
Total liabilities and equity
|
$
|
964,208
|
|
|
$
|
25,943
|
|
|
|
|
$
|
990,151
|
|
|
As of December 31, 2016
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
|
|
As Restated
|
||||||
Assets
|
|
|
|
|
|
|
|
|
|||||
Cash
|
$
|
100,916
|
|
|
$
|
(11
|
)
|
|
f
|
|
$
|
100,905
|
|
Accounts receivable, net of allowance for doubtful accounts
|
81,127
|
|
|
49,084
|
|
|
a
|
|
130,211
|
|
|||
Inventories
|
4,676
|
|
|
—
|
|
|
|
|
4,676
|
|
|||
Prepaid expenses and other current assets
|
18,498
|
|
|
—
|
|
|
|
|
18,498
|
|
|||
Income tax receivable
|
5,163
|
|
|
(5,163
|
)
|
|
d
|
|
—
|
|
|||
Total current assets
|
210,380
|
|
|
43,910
|
|
|
|
|
254,290
|
|
|||
Property and equipment, net of accumulated depreciation
|
170,118
|
|
|
—
|
|
|
|
|
170,118
|
|
|||
Deferred tax assets
|
—
|
|
|
10,349
|
|
|
d
|
|
10,349
|
|
|||
Intangible assets, net of accumulated amortization
|
25,626
|
|
|
—
|
|
|
|
|
25,626
|
|
|||
Other long-term assets
|
6,753
|
|
|
—
|
|
|
|
|
6,753
|
|
|||
Goodwill
|
573,147
|
|
|
(55
|
)
|
|
c
|
|
573,092
|
|
|||
Total assets
|
$
|
986,024
|
|
|
$
|
54,204
|
|
|
|
|
$
|
1,040,228
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|||||
Accounts payable
|
$
|
31,127
|
|
|
$
|
—
|
|
|
|
|
$
|
31,127
|
|
Accrued compensation and benefits
|
29,103
|
|
|
—
|
|
|
|
|
29,103
|
|
|||
Accrued expenses and other current liabilities
|
45,286
|
|
|
17,736
|
|
|
d
|
|
63,022
|
|
|||
Current portion of long-term debt
|
48,274
|
|
|
—
|
|
|
|
|
48,274
|
|
|||
Total current liabilities
|
153,790
|
|
|
17,736
|
|
|
|
|
171,526
|
|
|||
Long-term debt, less current portion
|
522,058
|
|
|
—
|
|
|
|
|
522,058
|
|
|||
Income tax receivable agreement payable
|
21,200
|
|
|
—
|
|
|
|
|
21,200
|
|
|||
Other long-term liabilities
|
11,670
|
|
|
—
|
|
|
|
|
11,670
|
|
|||
Deferred tax liabilities
|
1,278
|
|
|
(1,278
|
)
|
|
d
|
|
—
|
|
|||
Total liabilities
|
709,996
|
|
|
16,458
|
|
|
|
|
726,454
|
|
|||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|||
Noncontrolling interests subject to put provisions
|
130,365
|
|
|
19,684
|
|
|
b
|
|
150,049
|
|
|||
Equity:
|
|
|
|
|
|
|
|
|
|||||
Preferred stock, $0.01 par value, 1,000,000 shares authorized; none issued
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Common stock, $0.01 par value; 300,000,000 shares authorized; 30,894,962 issued and outstanding
|
184
|
|
|
—
|
|
|
|
|
184
|
|
|||
Additional paid-in capital
|
95,062
|
|
|
5,625
|
|
|
b,c
|
|
100,687
|
|
|||
Receivable from noncontrolling interests
|
(544
|
)
|
|
—
|
|
|
|
|
(544
|
)
|
|||
Accumulated deficit
|
(128,646
|
)
|
|
(2,655
|
)
|
|
a,b,c,d,f
|
|
(131,301
|
)
|
|||
Accumulated other comprehensive income (loss), net of tax
|
(100
|
)
|
|
—
|
|
|
|
|
(100
|
)
|
|||
Total American Renal Associates Holdings, Inc. deficit
|
(34,044
|
)
|
|
2,970
|
|
|
|
|
(31,074
|
)
|
|||
Noncontrolling interests not subject to put provisions
|
179,707
|
|
|
15,092
|
|
|
b
|
|
194,799
|
|
|||
Total equity
|
145,663
|
|
|
18,062
|
|
|
|
|
163,725
|
|
|||
Total liabilities and equity
|
$
|
986,024
|
|
|
$
|
54,204
|
|
|
|
|
$
|
1,040,228
|
|
|
For the Year Ended December 31, 2017
|
||||||||||||
|
As Previously Reported
|
|
Restatement Adjustments
|
|
Reference
|
|
As Restated
|
||||||
Patient service operating revenues
|
$
|
752,510
|
|
|
$
|
(15,192
|
)
|
|
a
|
|
$
|
737,318
|
|
Provision for uncollectible accounts
|
(7,404
|
)
|
|
(912
|
)
|
|
a
|
|
(8,316
|
)
|
|||
Net patient service operating revenues
|
745,106
|
|
|
(16,104
|
)
|
|
|
|
729,002
|
|
|||
|
|
|
|
|
|
|
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|||||
Patient care costs
|
482,450
|
|
|
651
|
|
|
g
|
|
483,101
|
|
|||
General and administrative
|
102,598
|
|
|
(505
|
)
|
|
c,g,h
|
|
102,093
|
|
|||
Transaction-related costs
|
717
|
|
|
—
|
|
|
|
|
717
|
|
|||
Depreciation and amortization
|
37,634
|
|
|
—
|
|
|
|
|
37,634
|
|
|||
Certain legal and other matters
|
15,249
|
|
|
—
|
|
|
|
|
15,249
|
|
|||
Total operating expenses
|
638,648
|
|
|
146
|
|
|
|
|
638,794
|
|
|||
Operating income
|
106,458
|
|
|
(16,250
|
)
|
|
|
|
90,208
|
|
|||
Interest expense, net
|
(29,289
|
)
|
|
(20
|
)
|
|
f
|
|
(29,309
|
)
|
|||
Loss on early extinguishment of debt
|
(526
|
)
|
|
—
|
|
|
|
|
(526
|
)
|
|||
Change in fair value of income tax receivable agreement
|
7,234
|
|
|
—
|
|
|
|
|
7,234
|
|
|||
Income before income taxes
|
83,877
|
|
|
(16,270
|
)
|
|
|
|
67,607
|
|
|||
Income tax expense
|
8,194
|
|
|
1,277
|
|
|
d,h
|
|
9,471
|
|
|||
Net income
|
75,683
|
|
|
(17,547
|
)
|
|
|
|
58,136
|
|
|||
Less: Net income attributable to noncontrolling interests
|
(70,826
|
)
|
|
8,093
|
|
|
e
|
|
(62,733
|
)
|
|||
Net income (loss) attributable to American Renal Associates Holdings, Inc.
|
4,857
|
|
|
(9,454
|
)
|
|
|
|
(4,597
|
)
|
|||
Less: Change in the difference between the redemption value and estimated fair value for accounting purposes of the related noncontrolling interests
|
(12,276
|
)
|
|
773
|
|
|
b
|
|
(11,503
|
)
|
|||
Net loss attributable to common shareholders
|
$
|
(7,419
|
)
|
|
$
|
(8,681
|
)
|
|
|
|
$
|
(16,100
|
)
|
|
|
|
|
|
|
|
|
||||||
Loss per share:
|
|
|
|
|
|
|
|
|
|||||
Basic
|
$
|
(0.24
|
)
|
|
|
|
|
|
$
|
(0.52
|
)
|
||
Diluted
|
$
|
(0.24
|
)
|
|
|
|
|
|
$
|
(0.52
|
)
|
||
Weighted-average number of common shares outstanding
|
|
|
|
|
|
|
|
||||||
Basic
|
31,081,824
|
|
|
|
|
|
|
31,081,824
|
|
||||
Diluted
|
31,081,824
|
|
|
|
|
|
|
31,081,824
|
|
|
For the Year Ended December 31, 2016
|
||||||||||||
|
As Previously Reported
|
|
Restatement Adjustments
|
|
Reference
|
|
As Restated
|
||||||
Patient service operating revenues
|
$
|
756,329
|
|
|
$
|
15,892
|
|
|
a
|
|
$
|
772,221
|
|
Provision for uncollectible accounts
|
(6,562
|
)
|
|
1,121
|
|
|
a
|
|
(5,441
|
)
|
|||
Net patient service operating revenues
|
749,767
|
|
|
17,013
|
|
|
|
|
766,780
|
|
|||
|
|
|
|
|
|
|
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|||||
Patient care costs
|
452,449
|
|
|
4
|
|
|
h
|
|
452,453
|
|
|||
General and administrative
|
127,631
|
|
|
290
|
|
|
f,h
|
|
127,921
|
|
|||
Transaction-related costs
|
2,239
|
|
|
—
|
|
|
|
|
2,239
|
|
|||
Depreciation and amortization
|
33,862
|
|
|
—
|
|
|
|
|
33,862
|
|
|||
Certain legal and other matters
|
6,779
|
|
|
—
|
|
|
|
|
6,779
|
|
|||
Total operating expenses
|
622,960
|
|
|
294
|
|
|
|
|
623,254
|
|
|||
Operating income
|
126,807
|
|
|
16,719
|
|
|
|
|
143,526
|
|
|||
Interest expense, net
|
(35,933
|
)
|
|
(26
|
)
|
|
f
|
|
(35,959
|
)
|
|||
Loss on early extinguishment of debt
|
(4,708
|
)
|
|
—
|
|
|
|
|
(4,708
|
)
|
|||
Change in fair value of income tax receivable agreement
|
1,286
|
|
|
—
|
|
|
|
|
1,286
|
|
|||
Income before income taxes
|
87,452
|
|
|
16,693
|
|
|
|
|
104,145
|
|
|||
Income tax (benefit) expense
|
(753
|
)
|
|
3,232
|
|
|
d,h
|
|
2,479
|
|
|||
Net income
|
88,205
|
|
|
13,461
|
|
|
|
|
101,666
|
|
|||
Less: Net income attributable to noncontrolling interests
|
(88,590
|
)
|
|
(9,930
|
)
|
|
e
|
|
(98,520
|
)
|
|||
Net (loss) income attributable to American Renal Associates Holdings, Inc.
|
(385
|
)
|
|
3,531
|
|
|
|
|
3,146
|
|
|||
Less: Change in the difference between the redemption value and estimated fair value for accounting purposes of the related noncontrolling interests
|
(7,404
|
)
|
|
(2,663
|
)
|
|
b
|
|
(10,067
|
)
|
|||
Net loss attributable to common shareholders
|
$
|
(7,789
|
)
|
|
$
|
868
|
|
|
|
|
$
|
(6,921
|
)
|
|
|
|
|
|
|
|
|
||||||
Loss per share:
|
|
|
|
|
|
|
|
|
|||||
Basic
|
$
|
(0.28
|
)
|
|
|
|
|
|
$
|
(0.25
|
)
|
||
Diluted
|
$
|
(0.28
|
)
|
|
|
|
|
|
$
|
(0.25
|
)
|
||
Weighted-average number of common shares outstanding
|
|
|
|
|
|
|
|
|
|||||
Basic
|
28,116,673
|
|
|
|
|
|
|
28,118,673
|
|
||||
Diluted
|
28,116,673
|
|
|
|
|
|
|
28,118,673
|
|
||||
Cash dividends declared per share
|
$
|
1.30
|
|
|
|
|
|
|
$
|
1.30
|
|
|
For the Year Ended December 31, 2017
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
|
|
As Restated
|
||||||
Net income
|
$
|
75,683
|
|
|
$
|
(17,547
|
)
|
|
a,c,f
|
|
$
|
58,136
|
|
Unrealized loss on derivative agreements, net of tax
|
(577
|
)
|
|
(214
|
)
|
|
d
|
|
(791
|
)
|
|||
Total comprehensive income (loss)
|
75,106
|
|
|
(17,761
|
)
|
|
|
|
57,345
|
|
|||
Less: Comprehensive income attributable to noncontrolling interests
|
(70,826
|
)
|
|
8,093
|
|
|
e
|
|
(62,733
|
)
|
|||
Total comprehensive income (loss) attributable to American Renal Associates Holdings, Inc.
|
$
|
4,280
|
|
|
$
|
(9,668
|
)
|
|
|
|
$
|
(5,388
|
)
|
|
For the Year Ended December 31, 2016
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
|
|
As Restated
|
||||||
Net income
|
$
|
88,205
|
|
|
$
|
13,461
|
|
|
a,f
|
|
$
|
101,666
|
|
Unrealized gain on derivative agreements, net of tax
|
401
|
|
|
—
|
|
|
|
|
401
|
|
|||
Total comprehensive income
|
88,606
|
|
|
13,461
|
|
|
|
|
102,067
|
|
|||
Less: Comprehensive income attributable to noncontrolling interests
|
(88,590
|
)
|
|
(9,930
|
)
|
|
e
|
|
(98,520
|
)
|
|||
Total comprehensive income attributable to American Renal Associates Holdings, Inc.
|
$
|
16
|
|
|
$
|
3,531
|
|
|
|
|
$
|
3,547
|
|
|
For the Year Ended December 31, 2017
|
||||||||||||
|
As Previously Reported
|
|
Restatement Adjustments
|
|
Reference
|
|
As Restated
|
||||||
Operating activities
|
|
|
|
|
|
|
|
|
|||||
Net income
|
$
|
75,683
|
|
|
$
|
(17,547
|
)
|
|
a,c,f
|
|
$
|
58,136
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
37,634
|
|
|
—
|
|
|
|
|
37,634
|
|
|||
Amortization of discounts, fees and deferred financing costs
|
2,031
|
|
|
—
|
|
|
|
|
2,031
|
|
|||
Loss on early extinguishment of debt
|
526
|
|
|
—
|
|
|
|
|
526
|
|
|||
Stock-based compensation
|
15,872
|
|
|
—
|
|
|
|
|
15,872
|
|
|||
Premium paid for interest rate cap agreements
|
(1,186
|
)
|
|
—
|
|
|
|
|
(1,186
|
)
|
|||
Deferred taxes
|
8,455
|
|
|
2,844
|
|
|
d
|
|
11,299
|
|
|||
Change in fair value of income tax receivable agreement
|
(7,234
|
)
|
|
—
|
|
|
|
|
(7,234
|
)
|
|||
Non-cash charge related to derivative agreements
|
173
|
|
|
—
|
|
|
|
|
173
|
|
|||
Non-cash rent charges
|
1,044
|
|
|
—
|
|
|
|
|
1,044
|
|
|||
Loss (gain) on disposal of assets
|
(772
|
)
|
|
745
|
|
|
c
|
|
(27
|
)
|
|||
Change in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
|
|
|
||||
Accounts receivable
|
1,465
|
|
|
16,103
|
|
|
a
|
|
17,568
|
|
|||
Inventories
|
11
|
|
|
—
|
|
|
|
|
11
|
|
|||
Prepaid expenses and other current assets
|
(7,936
|
)
|
|
1,583
|
|
|
d
|
|
(6,353
|
)
|
|||
Other assets
|
(1,325
|
)
|
|
—
|
|
|
|
|
(1,325
|
)
|
|||
Accounts payable
|
2,294
|
|
|
—
|
|
|
|
|
2,294
|
|
|||
Accrued compensation and benefits
|
(118
|
)
|
|
—
|
|
|
|
|
(118
|
)
|
|||
Accrued expenses and other liabilities
|
1,930
|
|
|
(3,727
|
)
|
|
d
|
|
(1,797
|
)
|
|||
Cash provided by operating activities
|
128,547
|
|
|
1
|
|
|
|
|
128,548
|
|
|||
Investing activities
|
|
|
|
|
|
|
|
|
|
||||
Purchases of property, equipment and intangible assets
|
(36,073
|
)
|
|
—
|
|
|
|
|
(36,073
|
)
|
|||
Proceeds from asset sales
|
2,325
|
|
|
—
|
|
|
|
|
2,325
|
|
|||
Cash paid for acquisitions
|
(1,555
|
)
|
|
—
|
|
|
|
|
(1,555
|
)
|
|||
Cash used in investing activities
|
(35,303
|
)
|
|
—
|
|
|
|
|
(35,303
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
|
|
|
||||
Net proceeds from issuance of long-term debt
|
267,564
|
|
|
—
|
|
|
|
|
267,564
|
|
|||
Cash paid for financing costs
|
(3,914
|
)
|
|
—
|
|
|
|
|
(3,914
|
)
|
|||
Proceeds on term loans, net of deferred financing costs
|
49,921
|
|
|
—
|
|
|
|
|
49,921
|
|
|||
Payments on long-term debt
|
(327,331
|
)
|
|
—
|
|
|
|
|
(327,331
|
)
|
|||
Dividends and dividend equivalents paid
|
(8,729
|
)
|
|
—
|
|
|
|
|
(8,729
|
)
|
|||
Proceeds from exercise of stock options
|
2,380
|
|
|
—
|
|
|
|
|
2,380
|
|
|||
Distribution to noncontrolling interests
|
(79,478
|
)
|
|
—
|
|
|
|
|
(79,478
|
)
|
|||
Contributions from noncontrolling interests
|
6,522
|
|
|
—
|
|
|
|
|
6,522
|
|
|||
Purchases of noncontrolling interests
|
(29,540
|
)
|
|
—
|
|
|
|
|
(29,540
|
)
|
|||
Proceeds from sales of additional noncontrolling interests
|
66
|
|
|
—
|
|
|
|
|
66
|
|
|||
Cash used in financing activities
|
(122,539
|
)
|
|
—
|
|
|
|
|
(122,539
|
)
|
|||
Decrease in cash
|
(29,295
|
)
|
|
1
|
|
|
f
|
|
(29,294
|
)
|
|||
Cash at beginning of year
|
100,916
|
|
|
(11
|
)
|
|
f
|
|
100,905
|
|
|||
Cash at end of year
|
$
|
71,621
|
|
|
$
|
(10
|
)
|
|
|
|
$
|
71,611
|
|
|
For the Year Ended December 31, 2016
|
||||||||||||
|
As Previously Reported
|
|
Restatement Adjustments
|
|
Reference
|
|
As Restated
|
||||||
Operating activities
|
|
|
|
|
|
|
|
|
|||||
Net income
|
$
|
88,205
|
|
|
$
|
13,461
|
|
|
a,f
|
|
$
|
101,666
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
33,862
|
|
|
—
|
|
|
|
|
33,862
|
|
|||
Amortization of discounts, fees and deferred financing costs
|
2,595
|
|
|
—
|
|
|
|
|
2,595
|
|
|||
Loss on early extinguishment of debt
|
4,708
|
|
|
—
|
|
|
|
|
4,708
|
|
|||
Stock-based compensation
|
40,285
|
|
|
—
|
|
|
|
|
40,285
|
|
|||
Deferred taxes
|
(14,018
|
)
|
|
(4,552
|
)
|
|
d
|
|
(18,570
|
)
|
|||
Change in fair value of income tax receivable agreement
|
(1,286
|
)
|
|
—
|
|
|
|
|
(1,286
|
)
|
|||
Non-cash charge related to derivative agreements
|
473
|
|
|
—
|
|
|
|
|
473
|
|
|||
Non-cash rent charges
|
2,191
|
|
|
—
|
|
|
|
|
2,191
|
|
|||
Loss (gain) on disposal of assets
|
857
|
|
|
—
|
|
|
|
|
857
|
|
|||
Change in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
|
|
|||||
Accounts receivable
|
(4,208
|
)
|
|
(17,013
|
)
|
|
a
|
|
(21,221
|
)
|
|||
Inventories
|
(385
|
)
|
|
—
|
|
|
|
|
(385
|
)
|
|||
Prepaid expenses and other current assets
|
(7,226
|
)
|
|
2,458
|
|
|
d
|
|
(4,768
|
)
|
|||
Other assets
|
(219
|
)
|
|
—
|
|
|
|
|
(219
|
)
|
|||
Accounts payable
|
8,556
|
|
|
—
|
|
|
|
|
8,556
|
|
|||
Accrued compensation and benefits
|
6,599
|
|
|
—
|
|
|
|
|
6,599
|
|
|||
Accrued expenses and other liabilities
|
11,222
|
|
|
5,641
|
|
|
d
|
|
16,863
|
|
|||
Cash provided by operating activities
|
172,211
|
|
|
(5
|
)
|
|
|
|
172,206
|
|
|||
Investing activities
|
|
|
|
|
|
|
|
|
|||||
Purchases of property, equipment and intangible assets
|
(61,432
|
)
|
|
—
|
|
|
|
|
(61,432
|
)
|
|||
Cash paid for acquisitions
|
(4,507
|
)
|
|
—
|
|
|
|
|
(4,507
|
)
|
|||
Cash used in investing activities
|
(65,939
|
)
|
|
—
|
|
|
|
|
(65,939
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
|
|
|||||
Proceeds from issuance of common stock sold in initial public offering, net of underwriting discounts and offering expense
|
175,254
|
|
|
—
|
|
|
|
|
175,254
|
|
|||
Net proceeds from issuance of long-term debt
|
60,000
|
|
|
—
|
|
|
|
|
60,000
|
|
|||
Cash paid for financing costs
|
(1,350
|
)
|
|
—
|
|
|
|
|
(1,350
|
)
|
|||
Proceeds on term loans, net of deferred financing costs
|
70,590
|
|
|
—
|
|
|
|
|
70,590
|
|
|||
Payments on long-term debt
|
(275,243
|
)
|
|
—
|
|
|
|
|
(275,243
|
)
|
|||
Dividends and dividend equivalents paid
|
(30,241
|
)
|
|
—
|
|
|
|
|
(30,241
|
)
|
|||
Proceeds from exercise of stock options
|
170
|
|
|
—
|
|
|
|
|
170
|
|
|||
Common stock repurchases for tax withholdings of net settlement equity awards
|
(356
|
)
|
|
—
|
|
|
|
|
(356
|
)
|
|||
Distribution to noncontrolling interests
|
(94,468
|
)
|
|
—
|
|
|
|
|
(94,468
|
)
|
|||
Contributions from noncontrolling interests
|
7,470
|
|
|
—
|
|
|
|
|
7,470
|
|
|||
Purchases of noncontrolling interests
|
(8,397
|
)
|
|
—
|
|
|
|
|
(8,397
|
)
|
|||
Proceeds from sales of additional noncontrolling interests
|
227
|
|
|
—
|
|
|
|
|
227
|
|
|||
Cash used in financing activities
|
(96,344
|
)
|
|
—
|
|
|
|
|
(96,344
|
)
|
|||
Increase in cash
|
9,928
|
|
|
(5
|
)
|
|
f
|
|
9,923
|
|
|||
Cash at beginning of year
|
90,988
|
|
|
(6
|
)
|
|
f
|
|
90,982
|
|
|||
Cash at end of year
|
$
|
100,916
|
|
|
$
|
(11
|
)
|
|
|
|
$
|
100,905
|
|
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||
|
|
|
(restated)
|
|
(restated)
|
||||||
Cash
|
$
|
55,200
|
|
|
$
|
71,511
|
|
|
$
|
100,905
|
|
Restricted cash included in other long-term assets
|
100
|
|
|
100
|
|
|
—
|
|
|||
Total cash and restricted cash shown in the statement of cash flows
|
$
|
55,300
|
|
|
$
|
71,611
|
|
|
$
|
100,905
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Medicare recovery claims
|
$
|
10,622
|
|
|
$
|
10,744
|
|
|
$
|
9,224
|
|
Prepaid expenses and other
|
17,505
|
|
|
14,254
|
|
|
9,274
|
|
|||
|
$
|
28,127
|
|
|
$
|
24,998
|
|
|
$
|
18,498
|
|
Property and equipment
|
$
|
329
|
|
Other assets
|
59
|
|
|
Cash consideration paid
|
$
|
388
|
|
Property and equipment
|
$
|
737
|
|
Noncompete agreements and other intangible assets
|
93
|
|
|
Goodwill
|
725
|
|
|
Cash consideration paid
|
$
|
1,555
|
|
Property and equipment
|
$
|
400
|
|
Noncompete agreements and other intangible assets
|
268
|
|
|
Goodwill
|
3,839
|
|
|
Cash consideration paid
|
$
|
4,507
|
|
|
December 31, 2018
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate derivative agreements (included in Prepaid expenses and other current assets)
|
$
|
836
|
|
|
$
|
—
|
|
|
$
|
836
|
|
|
$
|
—
|
|
Interest rate derivative agreements (included in Other long-term assets)
|
395
|
|
|
—
|
|
|
395
|
|
|
—
|
|
||||
Total Assets
|
$
|
1,231
|
|
|
$
|
—
|
|
|
$
|
1,231
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Tax Receivable Agreement Liability (included in Income tax receivable agreement payable)
|
$
|
3,700
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,700
|
|
Total Liabilities
|
$
|
3,700
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,700
|
|
Temporary Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||
Noncontrolling interests subject to put provisions
|
$
|
129,099
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
129,099
|
|
|
December 31, 2017
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate derivative agreements (included in Prepaid expenses and other current assets)
|
$
|
46
|
|
|
$
|
—
|
|
|
$
|
46
|
|
|
$
|
—
|
|
Interest rate derivative agreements (included in Other long-term assets)
|
255
|
|
|
—
|
|
|
255
|
|
|
—
|
|
||||
Total Assets
|
$
|
301
|
|
|
$
|
—
|
|
|
$
|
301
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Tax Receivable Agreement Liability (included in Income tax receivable agreement payable)
|
$
|
7,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,500
|
|
Interest rate derivative agreements (included in Accrued expense and other current liabilities)
|
403
|
|
|
—
|
|
|
403
|
|
|
—
|
|
||||
Interest rate derivative agreements (included in Other long-term liabilities)
|
198
|
|
|
—
|
|
|
198
|
|
|
—
|
|
||||
Total Liabilities
|
$
|
8,101
|
|
|
$
|
—
|
|
|
$
|
601
|
|
|
$
|
7,500
|
|
Temporary Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||
Noncontrolling interests subject to put provisions(1)
|
$
|
130,438
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
130,438
|
|
|
December 31, 2016
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate swap agreements (included in Prepaid expenses and other current assets)
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
7
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Tax Receivable Agreement Liability (included in Income tax receivable agreement payable)
|
$
|
21,200
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21,200
|
|
Temporary Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||
Noncontrolling interests subject to put provisions(1)
|
$
|
150,049
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
150,049
|
|
Balance at January 1, 2016
|
—
|
|
|
Initial fair value as of April 20, 2016
|
23,400
|
|
|
Options exercised and dividend equivalent payment vesting
|
(914
|
)
|
|
Total realized/unrealized gains:
|
|
||
Included in earnings and reported as Change in fair value of income tax receivable agreement
|
$
|
(1,286
|
)
|
Balance at December 31, 2016
|
$
|
21,200
|
|
Options exercised and dividend equivalent payment vesting
|
(6,466
|
)
|
|
Total realized/unrealized gains:
|
|
||
Included in earnings and reported as Change in fair value of income tax receivable agreement
|
(7,234
|
)
|
|
Balance at December 31, 2017
|
$
|
7,500
|
|
Options exercised and dividend equivalent payment vesting
|
(1,127
|
)
|
|
Total realized/unrealized gains:
|
|
||
Included in earnings and reported as Change in fair value of income tax receivable agreement
|
(2,673
|
)
|
|
Balance at December 31, 2018
|
$
|
3,700
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Land
|
$
|
2,030
|
|
|
$
|
2,030
|
|
|
$
|
2,203
|
|
Buildings and improvements
|
8,197
|
|
|
2,904
|
|
|
3,425
|
|
|||
Leasehold improvements
|
201,445
|
|
|
178,569
|
|
|
154,783
|
|
|||
Equipment and information systems
|
162,750
|
|
|
145,514
|
|
|
125,813
|
|
|||
Construction in progress
|
5,549
|
|
|
6,910
|
|
|
5,136
|
|
|||
|
379,971
|
|
|
335,927
|
|
|
291,360
|
|
|||
Less accumulated depreciation
|
(199,703
|
)
|
|
(167,390
|
)
|
|
(121,242
|
)
|
|||
|
$
|
180,268
|
|
|
$
|
168,537
|
|
|
$
|
170,118
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Noncompete agreements
|
$
|
24,370
|
|
|
$
|
24,380
|
|
|
$
|
24,928
|
|
Other intangible assets
|
3,130
|
|
|
3,073
|
|
|
2,853
|
|
|||
|
27,500
|
|
|
27,453
|
|
|
27,781
|
|
|||
Less accumulated amortization
|
(24,206
|
)
|
|
(23,419
|
)
|
|
(23,489
|
)
|
|||
Net intangible assets subject to amortization
|
3,294
|
|
|
4,034
|
|
|
4,292
|
|
|||
Indefinite‑lived trademarks and trade name
|
21,334
|
|
|
21,334
|
|
|
21,334
|
|
|||
|
$
|
24,628
|
|
|
$
|
25,368
|
|
|
$
|
25,626
|
|
2019
|
$
|
747
|
|
2020
|
665
|
|
|
2021
|
615
|
|
|
2022
|
470
|
|
|
2023
|
220
|
|
|
Thereafter
|
577
|
|
|
|
$
|
3,294
|
|
Balance at January 1, 2016, as restated
|
$
|
569,264
|
|
Acquisitions
|
3,839
|
|
|
Subsequent adjustment for prior year acquisition
|
(11
|
)
|
|
Balance at December 31, 2016, as restated
|
$
|
573,092
|
|
Acquisitions
|
725
|
|
|
Divestitures
|
(672
|
)
|
|
Balance as of December 31, 2017, as restated
|
$
|
573,145
|
|
Divestitures
|
(1,806
|
)
|
|
Balance at December 31, 2018
|
$
|
571,339
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Accrued compensation
|
$
|
22,480
|
|
|
$
|
17,987
|
|
|
$
|
18,077
|
|
Accrued vacation pay
|
12,107
|
|
|
10,998
|
|
|
11,026
|
|
|||
|
$
|
34,587
|
|
|
$
|
28,985
|
|
|
$
|
29,103
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
(restated)
|
|
(restated)
|
||||||
Due to payors
|
$
|
26,659
|
|
|
$
|
28,935
|
|
|
$
|
32,902
|
|
Income tax payable
|
13,618
|
|
|
14,654
|
|
|
17,851
|
|
|||
Other
|
13,198
|
|
|
20,986
|
|
|
12,269
|
|
|||
Accrued Settlement (Note 22)
|
7,641
|
|
|
—
|
|
|
—
|
|
|||
|
$
|
61,116
|
|
|
$
|
64,575
|
|
|
$
|
63,022
|
|
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||
|
|
|
(restated)
|
|
(restated)
|
||||||
Redemption value
|
$
|
11,221
|
|
|
$
|
12,283
|
|
|
$
|
20,491
|
|
Estimated fair values for accounting purposes
|
2,672
|
|
|
5,970
|
|
|
10,424
|
|
|||
Difference between the redemption value and estimated fair value for accounting purposes of the related noncontrolling interests
|
$
|
8,549
|
|
|
$
|
6,313
|
|
|
$
|
10,067
|
|
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||
|
|
|
(restated)
|
|
(restated)
|
||||||
Noncontrolling interest subject to put provisions - estimated fair values
|
$
|
120,550
|
|
|
$
|
124,125
|
|
|
$
|
139,982
|
|
Difference between the redemption value and estimated fair value for accounting purposes of the related noncontrolling interests
|
8,549
|
|
|
6,313
|
|
|
10,067
|
|
|||
Noncontrolling interests subject to put provisions - maximum redemption value
|
$
|
129,099
|
|
|
$
|
130,438
|
|
|
$
|
150,049
|
|
|
Year ended December 31, 2018
|
|
Year ended December 31, 2017
|
|
Year ended December 31, 2016
|
||||||
|
|
|
(restated)
|
|
(restated)
|
||||||
Change in estimated fair values for accounting purposes
|
$
|
(9,963
|
)
|
|
$
|
(1,886
|
)
|
|
$
|
17,415
|
|
Change in the difference between the redemption value and estimated fair value for accounting purposes of the related noncontrolling interests
|
2,566
|
|
|
11,503
|
|
|
10,067
|
|
|||
Total change in fair value of noncontrolling interests subject to put provisions - maximum redemption
|
$
|
(7,397
|
)
|
|
$
|
9,617
|
|
|
$
|
27,482
|
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
(restated)
|
|
(restated)
|
||||||
Net (loss) income attributable to American Renal Associates Holdings, Inc.
|
$
|
(28,767
|
)
|
|
$
|
(4,597
|
)
|
|
$
|
3,146
|
|
(Decrease) increase in paid-in capital for the sales of noncontrolling interest
|
(891
|
)
|
|
231
|
|
|
99
|
|
|||
Decrease in paid-in capital for the purchase of noncontrolling interest and adjustments to ownership interest
|
(6,645
|
)
|
|
(7,566
|
)
|
|
(7,680
|
)
|
|||
Net transfers to noncontrolling interests
|
(7,536
|
)
|
|
(7,335
|
)
|
|
(7,581
|
)
|
|||
Net loss attributable to American Renal Associates Holdings, Inc., net of transfers to noncontrolling interests
|
$
|
(36,303
|
)
|
|
$
|
(11,932
|
)
|
|
$
|
(4,435
|
)
|
|
2018
|
|
2017
|
|
2016
|
||||||
2017 Credit Agreement - Term B Loan Facility
|
$
|
433,400
|
|
|
$
|
437,800
|
|
|
$
|
433,758
|
|
2017 Credit Agreement - Revolving Credit Facility
|
5,500
|
|
|
—
|
|
|
—
|
|
|||
Assigned Clinic Loans due to Term Loan Holdings(1)
|
5,078
|
|
|
11,082
|
|
|
19,768
|
|
|||
Other Term Loans(2)
|
113,866
|
|
|
114,536
|
|
|
98,735
|
|
|||
Other Lines of Credit(3)
|
1,849
|
|
|
3,600
|
|
|
19,360
|
|
|||
Capital Lease Obligations(4)
|
6,706
|
|
|
—
|
|
|
—
|
|
|||
Other(5)
|
2,040
|
|
|
2,601
|
|
|
3,041
|
|
|||
|
568,439
|
|
|
569,619
|
|
|
574,662
|
|
|||
Less: discounts and fees, net of accumulated amortization
|
(8,073
|
)
|
|
(9,531
|
)
|
|
(4,330
|
)
|
|||
Less: current maturities
|
(42,855
|
)
|
|
(44,534
|
)
|
|
(48,274
|
)
|
|||
|
$
|
517,511
|
|
|
$
|
515,554
|
|
|
$
|
522,058
|
|
|
(1)
|
See “Note 4 - Initial Public Offering” and “Note 20 - Related Party Transactions.”
|
(2)
|
Principal and interest is payable monthly at rates between 3.31% and 7.98% over varying periods through June 2026.
|
(3)
|
The interest on the lines of credit is payable monthly at rates between 4.13% and 5.13% and convert to term loans at various maturity dates through August 2022.
|
(4)
|
Capital lease obligations expiring in various years through 2033.
|
(5)
|
Principal and interest of the other corporate debt is payable monthly at a rate of 4.07% maturing in April 2022.
|
2019
|
$
|
43,022
|
|
2020
|
35,761
|
|
|
2021
|
26,461
|
|
|
2022
|
23,956
|
|
|
2023
|
15,128
|
|
|
Thereafter
|
424,111
|
|
|
|
$
|
568,439
|
|
Year Ended December 31,
|
Operating
Leases
|
|
Less:
Sublease
Receipts
|
|
Net Operating
Leases
|
|
Capital Leases
|
||||||||
2019
|
$
|
31,311
|
|
|
$
|
1,537
|
|
|
$
|
29,774
|
|
|
$
|
876
|
|
2020
|
29,608
|
|
|
1,551
|
|
|
28,057
|
|
|
930
|
|
||||
2021
|
27,597
|
|
|
1,572
|
|
|
26,025
|
|
|
940
|
|
||||
2022
|
25,132
|
|
|
1,592
|
|
|
23,540
|
|
|
950
|
|
||||
2023
|
20,363
|
|
|
1,117
|
|
|
19,246
|
|
|
963
|
|
||||
Thereafter
|
61,085
|
|
|
3,175
|
|
|
57,910
|
|
|
6,286
|
|
||||
Total minimum lease payments
|
$
|
195,096
|
|
|
$
|
10,544
|
|
|
$
|
184,552
|
|
|
$
|
10,945
|
|
Less: amount representing interest
|
|
|
|
|
|
|
4,239
|
|
|||||||
Present value of net minimum capital lease payments
|
|
|
|
|
|
|
$
|
6,706
|
|
||||||
Less: current installments of obligations under capital leases
|
|
|
|
|
|
|
302
|
|
|||||||
Long-term capital lease obligation
|
|
|
|
|
|
|
$
|
6,404
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
(restated)
|
|
(restated)
|
||||||
Current:
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
(112
|
)
|
|
$
|
(2,000
|
)
|
|
$
|
17,432
|
|
State
|
657
|
|
|
173
|
|
|
3,617
|
|
|||
|
$
|
545
|
|
|
$
|
(1,827
|
)
|
|
$
|
21,049
|
|
Deferred:
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
1,348
|
|
|
$
|
9,435
|
|
|
$
|
(15,873
|
)
|
State
|
1,003
|
|
|
1,863
|
|
|
(2,697
|
)
|
|||
|
$
|
2,351
|
|
|
$
|
11,298
|
|
|
$
|
(18,570
|
)
|
Total provision for income taxes
|
$
|
2,896
|
|
|
$
|
9,471
|
|
|
$
|
2,479
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
(restated)
|
|
(restated)
|
||||||
Net operating loss and contribution carryforwards
|
$
|
5,542
|
|
|
$
|
5,541
|
|
|
$
|
7,092
|
|
Legal settlement (Note 23)
|
5,065
|
|
|
—
|
|
|
—
|
|
|||
Accrued expenses
|
1,484
|
|
|
1,115
|
|
|
1,519
|
|
|||
Stock-based compensation
|
9,417
|
|
|
9,708
|
|
|
16,568
|
|
|||
Interest limitation
|
2,189
|
|
|
—
|
|
|
—
|
|
|||
Other
|
165
|
|
|
165
|
|
|
250
|
|
|||
Interest rate swap
|
—
|
|
|
379
|
|
|
66
|
|
|||
Deferred tax assets:
|
23,862
|
|
|
16,908
|
|
|
25,495
|
|
|||
Valuation allowance
|
(12,420
|
)
|
|
(5,414
|
)
|
|
—
|
|
|||
Total deferred tax assets
|
11,442
|
|
|
11,494
|
|
|
25,495
|
|
|||
|
|
|
|
|
|
||||||
Investment in joint ventures
|
(9,784
|
)
|
|
(7,254
|
)
|
|
(8,039
|
)
|
|||
Goodwill and intangible amortization
|
(3,400
|
)
|
|
(3,331
|
)
|
|
(4,943
|
)
|
|||
Depreciation
|
(1,378
|
)
|
|
(1,293
|
)
|
|
(2,054
|
)
|
|||
Other
|
(49
|
)
|
|
(38
|
)
|
|
(110
|
)
|
|||
Total deferred tax liabilities
|
(14,611
|
)
|
|
(11,916
|
)
|
|
(15,146
|
)
|
|||
|
|
|
|
|
|
||||||
Net deferred tax (liabilities) assets
|
$
|
(3,169
|
)
|
|
$
|
(422
|
)
|
|
$
|
10,349
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
January 1
|
|
$
|
21,077
|
|
|
$
|
25,062
|
|
|
$
|
15,833
|
|
Increase due to current year tax positions
|
|
—
|
|
|
—
|
|
|
9,229
|
|
|||
Decrease due to prior year tax positions
|
|
(4,109
|
)
|
|
(3,985
|
)
|
|
—
|
|
|||
December 31
|
|
$
|
16,968
|
|
|
$
|
21,077
|
|
|
$
|
25,062
|
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
(restated)
|
|
(restated)
|
||||||
Basic and Diluted
|
|
|
|
|
|
|
|
|
|||
Net (loss) income attributable to American Renal Associates Holdings, Inc.
|
$
|
(28,767
|
)
|
|
$
|
(4,597
|
)
|
|
$
|
3,146
|
|
Change in the difference between the redemption values and estimated fair values for accounting purposes of the related noncontrolling interests
|
(2,566
|
)
|
|
(11,503
|
)
|
|
(10,067
|
)
|
|||
Net loss attributable to common shareholders
|
(31,333
|
)
|
|
(16,100
|
)
|
|
(6,921
|
)
|
|||
Weighted‑average common shares outstanding
|
31,965,844
|
|
|
31,081,824
|
|
|
28,118,673
|
|
|||
Weighted‑average common shares outstanding, assuming dilution
|
31,965,844
|
|
|
31,081,824
|
|
|
28,118,673
|
|
|||
Loss per share, basic and diluted
|
$
|
(0.98
|
)
|
|
$
|
(0.52
|
)
|
|
$
|
(0.25
|
)
|
Outstanding options excluded as impact would be antidilutive
|
3,442,048
|
|
|
1,894,340
|
|
|
572,097
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Patient care costs
|
$
|
714
|
|
|
$
|
2,773
|
|
|
$
|
5,720
|
|
General and administrative
|
5,007
|
|
|
13,099
|
|
|
34,578
|
|
|||
Total stock‑based compensation
|
$
|
5,721
|
|
|
$
|
15,872
|
|
|
$
|
40,298
|
|
Income tax benefit
|
$
|
1,493
|
|
|
$
|
6,349
|
|
|
$
|
16,119
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Expected volatility(1)
|
30 - 35%
|
|
|
30 - 35%
|
|
|
25
|
%
|
|||
Expected term in years(2)
|
6.0
|
|
|
6.0
|
|
|
6.0 - 6.5
|
|
|||
Risk-free interest rate(3)
|
2.74 - 2.99%
|
|
|
1.92 - 2.26%
|
|
|
1.20 - 1.58%
|
|
|||
Expected annual dividend yield(4)
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Weighted-average grant-date fair value
|
$
|
7.14
|
|
|
$
|
5.52
|
|
|
$
|
6.24
|
|
(1)
|
Since the Company does not have sufficient history as a public company and does not have sufficient trading history for its common stock, the expected volatility was largely estimated based on the historical equity volatility of common
|
(2)
|
Expected term of 6.0 years for a service‑based option is based on the “short‑cut method” as prescribed by Securities and Exchange Commission’s Staff Accounting Bulletin No. 110.
|
(3)
|
The risk‑free interest rate is based on the yield of zero‑coupon U.S. Treasury securities for a period that is commensurate with the expected option term at the time of grant.
|
(4)
|
Expected dividend yield is based on management’s expectations.
|
|
Number of Shares
|
|
Weighted -
average exercise price |
|
Weighted - average
remaining contractual term (in years) |
|
Aggregate
intrinsic value |
|||||
Options outstanding as of January 1, 2018
|
5,280,261
|
|
|
$
|
11.79
|
|
|
|
|
|
|
|
Granted
|
296,286
|
|
|
19.32
|
|
|
|
|
|
|
||
Exercised
|
(348,442
|
)
|
|
5.17
|
|
|
|
|
|
|
||
Forfeited/Cancelled
|
(216,914
|
)
|
|
16.50
|
|
|
|
|
|
|
||
Options outstanding as of December 31, 2018
|
5,011,191
|
|
|
$
|
12.38
|
|
|
4.99
|
|
$
|
17,056
|
|
Vested and expected to vest as of December 31, 2018
|
5,011,191
|
|
|
$
|
12.38
|
|
|
4.99
|
|
$
|
17,056
|
|
Exercisable as of December 31, 2018
|
3,172,792
|
|
|
$
|
8.29
|
|
|
3.98
|
|
$
|
17,056
|
|
|
Number of Shares
|
|
Weighted -
average
grant date fair value
|
|||
Unvested as of January 1, 2018
|
252,307
|
|
|
$
|
16.70
|
|
Granted
|
359,691
|
|
|
22.18
|
|
|
Vested
|
(100,553
|
)
|
|
16.91
|
|
|
Forfeited/Cancelled
|
(70,382
|
)
|
|
19.48
|
|
|
Unvested as of December 31, 2018
|
441,063
|
|
|
$
|
20.68
|
|
Cash
|
$
|
6,590
|
|
Equity interests
|
4,655
|
|
|
Fair value of total consideration transferred
|
$
|
11,245
|
|
Property and equipment
|
$
|
1,657
|
|
Noncompete agreements
|
660
|
|
|
Goodwill
|
8,683
|
|
|
Other assets
|
245
|
|
|
Total consideration paid
|
$
|
11,245
|
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
(in thousands, except for share data)
|
December 31, 2018
|
|
September 30, 2018
|
|
June 30, 2018
|
|
March 31, 2018
|
|
December 31, 2017
|
|
September 30, 2017
|
|
June 30, 2017
|
|
March 31, 2017
|
||||||||||||||||
|
|
|
(restated)
|
|
(restated)
|
|
(restated)
|
|
(restated)
|
|
(restated)
|
|
(restated)
|
|
(restated)
|
||||||||||||||||
Patient service operating revenues
|
$
|
207,806
|
|
|
$
|
205,719
|
|
|
$
|
205,952
|
|
|
$
|
186,299
|
|
|
$
|
190,509
|
|
|
$
|
190,670
|
|
|
$
|
177,890
|
|
|
$
|
178,249
|
|
Net patient service operating revenues
|
$
|
207,806
|
|
|
$
|
205,719
|
|
|
$
|
205,952
|
|
|
$
|
186,299
|
|
|
$
|
187,331
|
|
|
$
|
187,918
|
|
|
$
|
177,459
|
|
|
$
|
176,294
|
|
Operating Income (loss)
|
$
|
22,949
|
|
|
$
|
24,110
|
|
|
$
|
(4,310
|
)
|
|
$
|
12,573
|
|
|
$
|
27,033
|
|
|
$
|
33,224
|
|
|
$
|
18,277
|
|
|
$
|
11,674
|
|
Income (loss) before income taxes
|
$
|
19,590
|
|
|
$
|
12,388
|
|
|
$
|
(10,710
|
)
|
|
$
|
4,095
|
|
|
$
|
21,549
|
|
|
$
|
29,554
|
|
|
$
|
7,922
|
|
|
$
|
8,582
|
|
Net income (loss) attributable to American Renal Associates Holdings, Inc.
|
$
|
(572
|
)
|
|
$
|
(734
|
)
|
|
$
|
(23,659
|
)
|
|
$
|
(3,802
|
)
|
|
$
|
(4,898
|
)
|
|
$
|
7,496
|
|
|
$
|
(5,073
|
)
|
|
$
|
(2,122
|
)
|
Basic (loss) income per share attributable to American Renal Associates Holdings, Inc.
|
$
|
(0.06
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.78
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
0.26
|
|
|
$
|
(0.26
|
)
|
|
$
|
(0.41
|
)
|
Diluted (loss) income per share attributable to American Renal Associates Holdings, Inc.
|
$
|
(0.06
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.78
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
0.24
|
|
|
$
|
(0.26
|
)
|
|
$
|
(0.41
|
)
|
|
As of March 31, 2018
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
(Note 3) |
|
As Restated
|
||||||
Assets
|
|
|
|
|
|
|
|
|
|||||
Cash
|
$
|
64,283
|
|
|
$
|
(10
|
)
|
|
f
|
|
$
|
64,273
|
|
Accounts receivable, less allowance for doubtful accounts
|
85,723
|
|
|
24,608
|
|
|
a
|
|
110,331
|
|
|||
Inventories
|
7,642
|
|
|
(1,513
|
)
|
|
a,f
|
|
6,129
|
|
|||
Prepaid expenses and other current assets
|
24,478
|
|
|
799
|
|
|
f
|
|
25,277
|
|
|||
Income tax receivable
|
7,835
|
|
|
(7,835
|
)
|
|
d
|
|
—
|
|
|||
Total current assets
|
189,961
|
|
|
16,049
|
|
|
|
|
206,010
|
|
|||
Property and equipment, net of accumulated depreciation
|
168,682
|
|
|
—
|
|
|
|
|
168,682
|
|
|||
Intangible assets, net of accumulated amortization
|
25,182
|
|
|
—
|
|
|
|
|
25,182
|
|
|||
Other long-term assets
|
15,013
|
|
|
—
|
|
|
|
|
15,013
|
|
|||
Goodwill
|
570,946
|
|
|
395
|
|
|
c
|
|
571,341
|
|
|||
Total assets
|
$
|
969,784
|
|
|
$
|
16,444
|
|
|
|
|
$
|
986,228
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
||||
Accounts payable
|
$
|
40,885
|
|
|
$
|
—
|
|
|
|
|
$
|
40,885
|
|
Accrued compensation and benefits
|
27,160
|
|
|
—
|
|
|
|
|
27,160
|
|
|||
Accrued expenses and other current liabilities
|
51,954
|
|
|
11,836
|
|
|
d
|
|
63,790
|
|
|||
Current portion of long-term debt
|
45,121
|
|
|
—
|
|
|
|
|
45,121
|
|
|||
Total current liabilities
|
165,120
|
|
|
11,836
|
|
|
|
|
176,956
|
|
|||
Long-term debt, less current portion
|
512,822
|
|
|
—
|
|
|
|
|
512,822
|
|
|||
Income tax receivable agreement payable
|
8,646
|
|
|
—
|
|
|
|
|
8,646
|
|
|||
Other long-term liabilities
|
14,171
|
|
|
(24
|
)
|
|
d
|
|
14,147
|
|
|||
Deferred tax liabilities
|
9,560
|
|
|
(9,138
|
)
|
|
d
|
|
422
|
|
|||
Total liabilities
|
710,319
|
|
|
2,674
|
|
|
|
|
712,993
|
|
|||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|||
Noncontrolling interests subject to put provisions
|
148,769
|
|
|
(8,978
|
)
|
|
b
|
|
139,791
|
|
|||
Equity:
|
|
|
|
|
|
|
|
|
|
||||
Preferred stock, $0.01 par value, 1,000,000 shares authorized; none issued
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Common stock, $0.01 par value; 300,000,000 shares authorized; 32,437,507 issued and outstanding
|
195
|
|
|
—
|
|
|
|
|
195
|
|
|||
Additional paid-in capital
|
68,632
|
|
|
29,611
|
|
|
b,c
|
|
98,243
|
|
|||
Receivable from noncontrolling interests
|
(515
|
)
|
|
—
|
|
|
|
|
(515
|
)
|
|||
Accumulated deficit
|
(124,485
|
)
|
|
(15,001
|
)
|
|
a,b,c,d,f
|
|
(139,486
|
)
|
|||
Accumulated other comprehensive income (loss), net of tax
|
760
|
|
|
(214
|
)
|
|
d
|
|
546
|
|
|||
Total American Renal Associates Holdings, Inc. deficit
|
(55,413
|
)
|
|
14,396
|
|
|
|
|
(41,017
|
)
|
|||
Noncontrolling interests not subject to put provisions
|
166,109
|
|
|
8,352
|
|
|
a,b,c,d,f
|
|
174,461
|
|
|||
Total equity
|
110,696
|
|
|
22,748
|
|
|
|
|
133,444
|
|
|||
Total liabilities and equity
|
$
|
969,784
|
|
|
$
|
16,444
|
|
|
|
|
$
|
986,228
|
|
|
As of June 30, 2018
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
(Note 3) |
|
As Restated
|
||||||
Assets
|
|
|
|
|
|
|
|
|
|||||
Cash
|
$
|
69,403
|
|
|
$
|
(10
|
)
|
|
f
|
|
$
|
69,393
|
|
Accounts receivable, less allowance for doubtful accounts
|
91,508
|
|
|
13,382
|
|
|
a
|
|
104,890
|
|
|||
Inventories
|
6,535
|
|
|
—
|
|
|
|
|
6,535
|
|
|||
Prepaid expenses and other current assets
|
20,338
|
|
|
(1,251
|
)
|
|
a,f
|
|
19,087
|
|
|||
Income tax receivable
|
4,713
|
|
|
(4,713
|
)
|
|
d
|
|
—
|
|
|||
Total current assets
|
192,497
|
|
|
7,408
|
|
|
|
|
199,905
|
|
|||
Property and equipment, net of accumulated depreciation
|
167,621
|
|
|
—
|
|
|
|
|
167,621
|
|
|||
Deferred tax assets
|
—
|
|
|
4,596
|
|
|
d
|
|
4,596
|
|
|||
Intangible assets, net of accumulated amortization
|
24,966
|
|
|
—
|
|
|
|
|
24,966
|
|
|||
Other long-term assets
|
19,639
|
|
|
—
|
|
|
|
|
19,639
|
|
|||
Goodwill
|
570,946
|
|
|
393
|
|
|
c
|
|
571,339
|
|
|||
Total assets
|
$
|
975,669
|
|
|
$
|
12,397
|
|
|
|
|
$
|
988,066
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
||||
Accounts payable
|
$
|
52,849
|
|
|
$
|
—
|
|
|
|
|
$
|
52,849
|
|
Accrued compensation and benefits
|
30,881
|
|
|
—
|
|
|
|
|
30,881
|
|
|||
Accrued expenses and other current liabilities
|
48,961
|
|
|
13,989
|
|
|
d
|
|
62,950
|
|
|||
Current portion of long-term debt
|
46,660
|
|
|
—
|
|
|
|
|
46,660
|
|
|||
Total current liabilities
|
179,351
|
|
|
13,989
|
|
|
|
|
193,340
|
|
|||
Long-term debt, less current portion
|
509,983
|
|
|
—
|
|
|
|
|
509,983
|
|
|||
Income tax receivable agreement payable
|
6,037
|
|
|
—
|
|
|
|
|
6,037
|
|
|||
Other long-term liabilities
|
33,819
|
|
|
(3
|
)
|
|
d
|
|
33,816
|
|
|||
Deferred tax liabilities
|
4,696
|
|
|
(4,696
|
)
|
|
d
|
|
—
|
|
|||
Total liabilities
|
733,886
|
|
|
9,290
|
|
|
|
|
743,176
|
|
|||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|||
Noncontrolling interests subject to put provisions
|
145,500
|
|
|
(4,763
|
)
|
|
e
|
|
140,737
|
|
|||
Equity:
|
|
|
|
|
|
|
|
|
|
||||
Preferred stock, $0.01 par value, 1,000,000 shares authorized; none issued
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Common stock, $0.01 par value; 300,000,000 shares authorized; 32,458,837 issued and outstanding
|
195
|
|
|
—
|
|
|
|
|
195
|
|
|||
Additional paid-in capital
|
69,170
|
|
|
24,169
|
|
|
b,c
|
|
93,339
|
|
|||
Receivable from noncontrolling interests
|
(477
|
)
|
|
—
|
|
|
|
|
(477
|
)
|
|||
Accumulated deficit
|
(142,493
|
)
|
|
(20,652
|
)
|
|
a,b,c,d,f
|
|
(163,145
|
)
|
|||
Accumulated other comprehensive income (loss), net of tax
|
1,227
|
|
|
(214
|
)
|
|
d
|
|
1,013
|
|
|||
Total American Renal Associates Holdings, Inc. deficit
|
(72,378
|
)
|
|
3,303
|
|
|
|
|
(69,075
|
)
|
|||
Noncontrolling interests not subject to put provisions
|
168,661
|
|
|
4,567
|
|
|
a,b,c,d,f
|
|
173,228
|
|
|||
Total equity
|
96,283
|
|
|
7,870
|
|
|
|
|
104,153
|
|
|||
Total liabilities and equity
|
$
|
975,669
|
|
|
$
|
12,397
|
|
|
|
|
$
|
988,066
|
|
|
As of September 30, 2018
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
(Note 3) |
|
As Restated
|
||||||
Assets
|
|
|
|
|
|
|
|
|
|||||
Cash
|
$
|
61,872
|
|
|
$
|
(10
|
)
|
|
f
|
|
$
|
61,862
|
|
Accounts receivable, less allowance for doubtful accounts
|
90,596
|
|
|
8,082
|
|
|
a
|
|
98,678
|
|
|||
Inventories
|
6,382
|
|
|
—
|
|
|
|
|
6,382
|
|
|||
Prepaid expenses and other current assets
|
20,608
|
|
|
(1,892
|
)
|
|
a,f
|
|
18,716
|
|
|||
Income tax receivable
|
5,306
|
|
|
(5,306
|
)
|
|
d
|
|
—
|
|
|||
Total current assets
|
184,764
|
|
|
874
|
|
|
|
|
185,638
|
|
|||
Property and equipment, net of accumulated depreciation
|
168,346
|
|
|
—
|
|
|
|
|
168,346
|
|
|||
Deferred tax assets
|
—
|
|
|
4,596
|
|
|
d
|
|
4,596
|
|
|||
Intangible assets, net of accumulated amortization
|
24,811
|
|
|
—
|
|
|
|
|
24,811
|
|
|||
Other long-term assets
|
18,198
|
|
|
—
|
|
|
|
|
18,198
|
|
|||
Goodwill
|
570,944
|
|
|
395
|
|
|
c
|
|
571,339
|
|
|||
Total assets
|
$
|
967,063
|
|
|
$
|
5,865
|
|
|
|
|
$
|
972,928
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
||||
Accounts payable
|
$
|
54,023
|
|
|
$
|
—
|
|
|
|
|
$
|
54,023
|
|
Accrued compensation and benefits
|
34,658
|
|
|
—
|
|
|
|
|
34,658
|
|
|||
Accrued expenses and other current liabilities
|
43,153
|
|
|
13,385
|
|
|
d
|
|
56,538
|
|
|||
Current portion of long-term debt
|
47,206
|
|
|
—
|
|
|
|
|
47,206
|
|
|||
Total current liabilities
|
179,040
|
|
|
13,385
|
|
|
|
|
192,425
|
|
|||
Long-term debt, less current portion
|
506,750
|
|
|
—
|
|
|
|
|
506,750
|
|
|||
Income tax receivable agreement payable
|
9,476
|
|
|
—
|
|
|
|
|
9,476
|
|
|||
Other long-term liabilities
|
24,378
|
|
|
(3
|
)
|
|
d
|
|
24,375
|
|
|||
Deferred tax liabilities
|
4,843
|
|
|
(4,843
|
)
|
|
d
|
|
—
|
|
|||
Total liabilities
|
724,487
|
|
|
8,539
|
|
|
|
|
733,026
|
|
|||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|||
Noncontrolling interests subject to put provisions
|
150,152
|
|
|
(8,916
|
)
|
|
b
|
|
141,236
|
|
|||
Equity:
|
|
|
|
|
|
|
|
|
|
||||
Preferred stock, $0.01 par value, 1,000,000 shares authorized; none issued
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Common stock, $0.01 par value; 300,000,000 shares authorized; 32,514,777 issued and outstanding
|
195
|
|
|
—
|
|
|
|
|
195
|
|
|||
Additional paid-in capital
|
65,965
|
|
|
27,252
|
|
|
b,c
|
|
93,217
|
|
|||
Receivable from noncontrolling interests
|
(1,340
|
)
|
|
—
|
|
|
|
|
(1,340
|
)
|
|||
Accumulated deficit
|
(140,003
|
)
|
|
(23,875
|
)
|
|
a,b,c,d,f
|
|
(163,878
|
)
|
|||
Accumulated other comprehensive income (loss), net of tax
|
1,654
|
|
|
(214
|
)
|
|
d
|
|
1,440
|
|
|||
Total American Renal Associates Holdings, Inc. deficit
|
(73,529
|
)
|
|
3,163
|
|
|
|
|
(70,366
|
)
|
|||
Noncontrolling interests not subject to put provisions
|
165,953
|
|
|
3,079
|
|
|
a,b,c,d,f
|
|
169,032
|
|
|||
Total equity
|
92,424
|
|
|
6,242
|
|
|
|
|
98,666
|
|
|||
Total liabilities and equity
|
$
|
967,063
|
|
|
$
|
5,865
|
|
|
|
|
$
|
972,928
|
|
|
As of March 31, 2017
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
(Note 3) |
|
As Restated
|
||||||
Assets
|
|
|
|
|
|
|
|
|
|||||
Cash
|
$
|
84,003
|
|
|
$
|
(10
|
)
|
|
f
|
|
$
|
83,993
|
|
Accounts receivable, less allowance for doubtful accounts
|
77,495
|
|
|
48,354
|
|
|
a
|
|
125,849
|
|
|||
Inventories
|
4,648
|
|
|
—
|
|
|
|
|
4,648
|
|
|||
Prepaid expenses and other current assets
|
18,217
|
|
|
—
|
|
|
|
|
18,217
|
|
|||
Income tax receivable
|
9,415
|
|
|
(9,415
|
)
|
|
d
|
|
—
|
|
|||
Total current assets
|
193,778
|
|
|
38,929
|
|
|
|
|
232,707
|
|
|||
Property and equipment, net of accumulated depreciation
|
167,338
|
|
|
—
|
|
|
|
|
167,338
|
|
|||
Deferred tax assets
|
—
|
|
|
9,691
|
|
|
d
|
|
9,691
|
|
|||
Intangible assets, net of accumulated amortization
|
25,681
|
|
|
—
|
|
|
|
|
25,681
|
|
|||
Other long-term assets
|
7,472
|
|
|
—
|
|
|
|
|
7,472
|
|
|||
Goodwill
|
573,147
|
|
|
(55
|
)
|
|
c
|
|
573,092
|
|
|||
Total assets
|
$
|
967,416
|
|
|
$
|
48,565
|
|
|
|
|
$
|
1,015,981
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
||||
Accounts payable
|
$
|
24,605
|
|
|
$
|
—
|
|
|
|
|
$
|
24,605
|
|
Accrued compensation and benefits
|
26,092
|
|
|
—
|
|
|
|
|
26,092
|
|
|||
Accrued expenses and other current liabilities
|
45,075
|
|
|
13,484
|
|
|
d
|
|
58,559
|
|
|||
Current portion of long-term debt
|
45,559
|
|
|
—
|
|
|
|
|
45,559
|
|
|||
Total current liabilities
|
141,331
|
|
|
13,484
|
|
|
|
|
154,815
|
|
|||
Long-term debt, less current portion
|
520,364
|
|
|
—
|
|
|
|
|
520,364
|
|
|||
Income tax receivable agreement payable
|
16,683
|
|
|
—
|
|
|
|
|
16,683
|
|
|||
Other long-term liabilities
|
12,826
|
|
|
(3
|
)
|
|
d
|
|
12,823
|
|
|||
Deferred tax liabilities
|
1,522
|
|
|
(1,522
|
)
|
|
d
|
|
—
|
|
|||
Total liabilities
|
692,726
|
|
|
11,959
|
|
|
|
|
704,685
|
|
|||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|||
Noncontrolling interests subject to put provisions
|
132,465
|
|
|
25,621
|
|
|
b
|
|
158,086
|
|
|||
Equity:
|
|
|
|
|
|
|
|
|
|
||||
Preferred stock, $0.01 par value, 1,000,000 shares authorized; none issued
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Common stock, $0.01 par value; 300,000,000 shares authorized; 31,143,998 issued and outstanding
|
184
|
|
|
—
|
|
|
|
|
184
|
|
|||
Additional paid-in capital
|
93,596
|
|
|
364
|
|
|
b,c
|
|
93,960
|
|
|||
Receivable from noncontrolling interests
|
(747
|
)
|
|
—
|
|
|
|
|
(747
|
)
|
|||
Accumulated deficit
|
(129,897
|
)
|
|
(3,526
|
)
|
|
a,b,c,d,f
|
|
(133,423
|
)
|
|||
Accumulated other comprehensive income (loss), net of tax
|
(744
|
)
|
|
—
|
|
|
|
|
(744
|
)
|
|||
Total American Renal Associates Holdings, Inc. deficit
|
(37,608
|
)
|
|
(3,162
|
)
|
|
|
|
(40,770
|
)
|
|||
Noncontrolling interests not subject to put provisions
|
179,833
|
|
|
14,147
|
|
|
a,b,c,d,f
|
|
193,980
|
|
|||
Total equity
|
142,225
|
|
|
10,985
|
|
|
|
|
153,210
|
|
|||
Total liabilities and equity
|
$
|
967,416
|
|
|
$
|
48,565
|
|
|
|
|
$
|
1,015,981
|
|
|
As of June 30, 2017
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
(Note 3) |
|
As Restated
|
||||||
Assets
|
|
|
|
|
|
|
|
|
|||||
Cash
|
$
|
74,933
|
|
|
$
|
(11
|
)
|
|
f
|
|
$
|
74,922
|
|
Accounts receivable, less allowance for doubtful accounts
|
77,841
|
|
|
39,819
|
|
|
a
|
|
117,660
|
|
|||
Inventories
|
4,960
|
|
|
—
|
|
|
|
|
4,960
|
|
|||
Prepaid expenses and other current assets
|
23,150
|
|
|
—
|
|
|
|
|
23,150
|
|
|||
Income tax receivable
|
10,254
|
|
|
(10,254
|
)
|
|
d
|
|
—
|
|
|||
Total current assets
|
191,138
|
|
|
29,554
|
|
|
|
|
220,692
|
|
|||
Property and equipment, net of accumulated depreciation
|
165,495
|
|
|
—
|
|
|
|
|
165,495
|
|
|||
Deferred tax assets
|
—
|
|
|
9,635
|
|
|
d
|
|
9,635
|
|
|||
Intangible assets, net of accumulated amortization
|
25,638
|
|
|
—
|
|
|
|
|
25,638
|
|
|||
Other long-term assets
|
8,885
|
|
|
—
|
|
|
|
|
8,885
|
|
|||
Goodwill
|
573,147
|
|
|
(347
|
)
|
|
c
|
|
572,800
|
|
|||
Total assets
|
$
|
964,303
|
|
|
$
|
38,842
|
|
|
|
|
$
|
1,003,145
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
||||
Accounts payable
|
$
|
28,184
|
|
|
$
|
—
|
|
|
|
|
$
|
28,184
|
|
Accrued compensation and benefits
|
28,654
|
|
|
—
|
|
|
|
|
28,654
|
|
|||
Accrued expenses and other current liabilities
|
60,663
|
|
|
10,032
|
|
|
d
|
|
70,695
|
|
|||
Current portion of long-term debt
|
45,711
|
|
|
—
|
|
|
|
|
45,711
|
|
|||
Total current liabilities
|
163,212
|
|
|
10,032
|
|
|
|
|
173,244
|
|
|||
Long-term debt, less current portion
|
516,442
|
|
|
—
|
|
|
|
|
516,442
|
|
|||
Income tax receivable agreement payable
|
15,600
|
|
|
—
|
|
|
|
|
15,600
|
|
|||
Other long-term liabilities
|
13,859
|
|
|
(3
|
)
|
|
d
|
|
13,856
|
|
|||
Deferred tax liabilities
|
1,128
|
|
|
(1,128
|
)
|
|
d
|
|
—
|
|
|||
Total liabilities
|
710,241
|
|
|
8,901
|
|
|
|
|
719,142
|
|
|||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|||
Noncontrolling interests subject to put provisions
|
113,925
|
|
|
18,569
|
|
|
b
|
|
132,494
|
|
|||
Equity:
|
|
|
|
|
|
|
|
|
|
||||
Preferred stock, $0.01 par value, 1,000,000 shares authorized; none issued
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Common stock, $0.01 par value; 300,000,000 shares authorized; 31,283,812 issued and outstanding
|
185
|
|
|
—
|
|
|
|
|
185
|
|
|||
Additional paid-in capital
|
95,369
|
|
|
6,006
|
|
|
b,c
|
|
101,375
|
|
|||
Receivable from noncontrolling interests
|
(415
|
)
|
|
—
|
|
|
|
|
(415
|
)
|
|||
Accumulated deficit
|
(132,003
|
)
|
|
(6,585
|
)
|
|
a,b,c,d,f
|
|
(138,588
|
)
|
|||
Accumulated other comprehensive income (loss), net of tax
|
(1,420
|
)
|
|
—
|
|
|
|
|
(1,420
|
)
|
|||
Total American Renal Associates Holdings, Inc. deficit
|
(38,284
|
)
|
|
(579
|
)
|
|
|
|
(38,863
|
)
|
|||
Noncontrolling interests not subject to put provisions
|
178,421
|
|
|
11,951
|
|
|
a,b,c,d,f
|
|
190,372
|
|
|||
Total equity
|
140,137
|
|
|
11,372
|
|
|
|
|
151,509
|
|
|||
Total liabilities and equity
|
$
|
964,303
|
|
|
$
|
38,842
|
|
|
|
|
$
|
1,003,145
|
|
|
As of September 30, 2017
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
(Note 3) |
|
As Restated
|
||||||
Assets
|
|
|
|
|
|
|
|
|
|||||
Cash
|
$
|
67,593
|
|
|
$
|
(10
|
)
|
|
f
|
|
$
|
67,583
|
|
Accounts receivable, less allowance for doubtful accounts
|
81,234
|
|
|
40,026
|
|
|
a
|
|
121,260
|
|
|||
Inventories
|
4,672
|
|
|
—
|
|
|
|
|
4,672
|
|
|||
Prepaid expenses and other current assets
|
17,133
|
|
|
—
|
|
|
|
|
17,133
|
|
|||
Income tax receivable
|
8,071
|
|
|
(8,071
|
)
|
|
d
|
|
—
|
|
|||
Total current assets
|
178,703
|
|
|
31,945
|
|
|
|
|
210,648
|
|
|||
Property and equipment, net of accumulated depreciation
|
166,890
|
|
|
—
|
|
|
|
|
166,890
|
|
|||
Deferred tax assets
|
—
|
|
|
9,635
|
|
|
d
|
|
9,635
|
|
|||
Intangible assets, net of accumulated amortization
|
25,488
|
|
|
—
|
|
|
|
|
25,488
|
|
|||
Other long-term assets
|
8,636
|
|
|
—
|
|
|
|
|
8,636
|
|
|||
Goodwill
|
572,702
|
|
|
(282
|
)
|
|
c
|
|
572,420
|
|
|||
Total assets
|
$
|
952,419
|
|
|
$
|
41,298
|
|
|
|
|
$
|
993,717
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
||||
Accounts payable
|
$
|
33,863
|
|
|
$
|
—
|
|
|
|
|
$
|
33,863
|
|
Accrued compensation and benefits
|
31,767
|
|
|
—
|
|
|
|
|
31,767
|
|
|||
Accrued expenses and other current liabilities
|
43,797
|
|
|
13,402
|
|
|
d
|
|
57,199
|
|
|||
Current portion of long-term debt
|
44,189
|
|
|
—
|
|
|
|
|
44,189
|
|
|||
Total current liabilities
|
153,616
|
|
|
13,402
|
|
|
|
|
167,018
|
|
|||
Long-term debt, less current portion
|
514,846
|
|
|
—
|
|
|
|
|
514,846
|
|
|||
Income tax receivable agreement payable
|
11,900
|
|
|
—
|
|
|
|
|
11,900
|
|
|||
Other long-term liabilities
|
15,713
|
|
|
—
|
|
|
|
|
15,713
|
|
|||
Deferred tax liabilities
|
1,110
|
|
|
(1,110
|
)
|
|
d
|
|
—
|
|
|||
Total liabilities
|
697,185
|
|
|
12,292
|
|
|
|
|
709,477
|
|
|||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|||
Noncontrolling interests subject to put provisions
|
110,988
|
|
|
22,728
|
|
|
b
|
|
133,716
|
|
|||
Equity:
|
|
|
|
|
|
|
|
|
|
||||
Preferred stock, $0.01 par value, 1,000,000 shares authorized; none issued
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Common stock, $0.01 par value; 300,000,000 shares authorized; 31,314,217 issued and outstanding
|
186
|
|
|
—
|
|
|
|
|
186
|
|
|||
Additional paid-in capital
|
94,158
|
|
|
1,201
|
|
|
b,c
|
|
95,359
|
|
|||
Receivable from noncontrolling interests
|
(484
|
)
|
|
—
|
|
|
|
|
(484
|
)
|
|||
Accumulated deficit
|
(124,020
|
)
|
|
(7,180
|
)
|
|
a,b,c,d,f
|
|
(131,200
|
)
|
|||
Accumulated other comprehensive income (loss), net of tax
|
(1,447
|
)
|
|
—
|
|
|
|
|
(1,447
|
)
|
|||
Total American Renal Associates Holdings, Inc. deficit
|
(31,607
|
)
|
|
(5,979
|
)
|
|
|
|
(37,586
|
)
|
|||
Noncontrolling interests not subject to put provisions
|
175,853
|
|
|
12,257
|
|
|
a,b,c,d,f
|
|
188,110
|
|
|||
Total equity
|
144,246
|
|
|
6,278
|
|
|
|
|
150,524
|
|
|||
Total liabilities and equity
|
$
|
952,419
|
|
|
$
|
41,298
|
|
|
|
|
$
|
993,717
|
|
|
As of March 31, 2016
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
(Note 3) |
|
As Restated
|
||||||
Assets
|
|
|
|
|
|
|
|
|
|||||
Cash
|
$
|
95,965
|
|
|
$
|
(4
|
)
|
|
f
|
|
$
|
95,961
|
|
Accounts receivable, less allowance for doubtful accounts
|
75,831
|
|
|
43,492
|
|
|
a
|
|
119,323
|
|
|||
Inventories
|
5,515
|
|
|
—
|
|
|
|
|
5,515
|
|
|||
Prepaid expenses and other current assets
|
19,507
|
|
|
(112
|
)
|
|
c
|
|
19,395
|
|
|||
Income tax receivable
|
2,661
|
|
|
(2,661
|
)
|
|
d
|
|
—
|
|
|||
Total current assets
|
199,479
|
|
|
40,715
|
|
|
|
|
240,194
|
|
|||
Property and equipment, net of accumulated depreciation
|
151,204
|
|
|
—
|
|
|
|
|
151,204
|
|
|||
Intangible assets, net of accumulated amortization
|
25,877
|
|
|
—
|
|
|
|
|
25,877
|
|
|||
Other long-term assets
|
6,574
|
|
|
—
|
|
|
|
|
6,574
|
|
|||
Goodwill
|
569,315
|
|
|
(54
|
)
|
|
c
|
|
569,261
|
|
|||
Total assets
|
$
|
952,449
|
|
|
$
|
40,661
|
|
|
|
|
$
|
993,110
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
||||
Accounts payable
|
$
|
23,857
|
|
|
$
|
—
|
|
|
|
|
$
|
23,857
|
|
Accrued compensation and benefits
|
21,496
|
|
|
—
|
|
|
|
|
21,496
|
|
|||
Accrued expenses and other current liabilities
|
31,110
|
|
|
14,100
|
|
|
d
|
|
45,210
|
|
|||
Current portion of long-term debt
|
27,171
|
|
|
—
|
|
|
|
|
27,171
|
|
|||
Total current liabilities
|
103,634
|
|
|
14,100
|
|
|
|
|
117,734
|
|
|||
Long-term debt, less current portion
|
661,369
|
|
|
—
|
|
|
|
|
661,369
|
|
|||
Other long-term liabilities
|
9,927
|
|
|
—
|
|
|
|
|
9,927
|
|
|||
Deferred tax liabilities
|
15,096
|
|
|
(7,142
|
)
|
|
d
|
|
7,954
|
|
|||
Total liabilities
|
790,026
|
|
|
6,958
|
|
|
|
|
796,984
|
|
|||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|||
Noncontrolling interests subject to put provisions
|
107,414
|
|
|
17,558
|
|
|
b
|
|
124,972
|
|
|||
Equity:
|
|
|
|
|
|
|
|
|
|
||||
Preferred stock, $0.01 par value, 1,000,000 shares authorized; none issued
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Common stock, $0.01 par value; 300,000,000 shares authorized; 29,770,000 issued and outstanding
|
98
|
|
|
—
|
|
|
|
|
98
|
|
|||
Additional paid-in capital
|
457
|
|
|
6,396
|
|
|
b,c
|
|
6,853
|
|
|||
Receivable from noncontrolling interests
|
(605
|
)
|
|
—
|
|
|
|
|
(605
|
)
|
|||
Accumulated deficit
|
(124,505
|
)
|
|
(3,435
|
)
|
|
a,b,c,d,f
|
|
(127,940
|
)
|
|||
Accumulated other comprehensive income (loss), net of tax
|
(401
|
)
|
|
—
|
|
|
|
|
(401
|
)
|
|||
Total American Renal Associates Holdings, Inc. deficit
|
(124,956
|
)
|
|
2,961
|
|
|
|
|
(121,995
|
)
|
|||
Noncontrolling interests not subject to put provisions
|
179,965
|
|
|
13,184
|
|
|
a,b,c,d,f
|
|
193,149
|
|
|||
Total equity
|
55,009
|
|
|
16,145
|
|
|
|
|
71,154
|
|
|||
Total liabilities and equity
|
$
|
952,449
|
|
|
$
|
40,661
|
|
|
|
|
$
|
993,110
|
|
|
As of June 30, 2016
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
(Note 3) |
|
As Restated
|
||||||
Assets
|
|
|
|
|
|
|
|
|
|||||
Cash
|
$
|
93,268
|
|
|
$
|
(6
|
)
|
|
f
|
|
$
|
93,262
|
|
Accounts receivable, less allowance for doubtful accounts
|
76,904
|
|
|
54,081
|
|
|
a
|
|
130,985
|
|
|||
Inventories
|
4,790
|
|
|
—
|
|
|
|
|
4,790
|
|
|||
Prepaid expenses and other current assets
|
14,977
|
|
|
(75
|
)
|
|
c
|
|
14,902
|
|
|||
Income tax receivable
|
144
|
|
|
(144
|
)
|
|
d
|
|
—
|
|
|||
Total current assets
|
190,083
|
|
|
53,856
|
|
|
|
|
243,939
|
|
|||
Property and equipment, net of accumulated depreciation
|
160,887
|
|
|
—
|
|
|
|
|
160,887
|
|
|||
Intangible assets, net of accumulated amortization
|
25,938
|
|
|
—
|
|
|
|
|
25,938
|
|
|||
Other long-term assets
|
6,174
|
|
|
—
|
|
|
|
|
6,174
|
|
|||
Goodwill
|
569,930
|
|
|
(54
|
)
|
|
c
|
|
569,876
|
|
|||
Total assets
|
$
|
953,012
|
|
|
$
|
53,802
|
|
|
|
|
$
|
1,006,814
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
||||
Accounts payable
|
$
|
23,515
|
|
|
$
|
—
|
|
|
|
|
$
|
23,515
|
|
Accrued compensation and benefits
|
25,469
|
|
|
—
|
|
|
|
|
25,469
|
|
|||
Accrued expenses and other current liabilities
|
45,642
|
|
|
11,176
|
|
|
d
|
|
56,818
|
|
|||
Current portion of long-term debt
|
40,579
|
|
|
—
|
|
|
|
|
40,579
|
|
|||
Total current liabilities
|
135,205
|
|
|
11,176
|
|
|
|
|
146,381
|
|
|||
Long-term debt, less current portion
|
517,798
|
|
|
—
|
|
|
|
|
517,798
|
|
|||
Income tax receivable agreement payable
|
27,800
|
|
|
—
|
|
|
|
|
27,800
|
|
|||
Other long-term liabilities
|
10,361
|
|
|
(6
|
)
|
|
d
|
|
10,355
|
|
|||
Deferred tax liabilities
|
7,169
|
|
|
785
|
|
|
d
|
|
7,954
|
|
|||
Total liabilities
|
698,333
|
|
|
11,955
|
|
|
|
|
710,288
|
|
|||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|||
Noncontrolling interests subject to put provisions
|
134,762
|
|
|
16,862
|
|
|
b
|
|
151,624
|
|
|||
Equity:
|
|
|
|
|
|
|
|
|
|
||||
Preferred stock, $0.01 par value, 1,000,000 shares authorized; none issued
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Common stock, $0.01 par value; 300,000,000 shares authorized; 30,845,109 issued and outstanding
|
184
|
|
|
—
|
|
|
|
|
184
|
|
|||
Additional paid-in capital
|
72,405
|
|
|
9,444
|
|
|
b,c
|
|
81,849
|
|
|||
Receivable from noncontrolling interests
|
(498
|
)
|
|
—
|
|
|
|
|
(498
|
)
|
|||
Accumulated deficit
|
(133,597
|
)
|
|
(1,402
|
)
|
|
a,b,c,d,f
|
|
(134,999
|
)
|
|||
Accumulated other comprehensive income (loss), net of tax
|
(301
|
)
|
|
—
|
|
|
|
|
(301
|
)
|
|||
Total American Renal Associates Holdings, Inc. deficit
|
(61,807
|
)
|
|
8,042
|
|
|
|
|
(53,765
|
)
|
|||
Noncontrolling interests not subject to put provisions
|
181,724
|
|
|
16,943
|
|
|
a,b,c,d,f
|
|
198,667
|
|
|||
Total equity
|
119,917
|
|
|
24,985
|
|
|
|
|
144,902
|
|
|||
Total liabilities and equity
|
$
|
953,012
|
|
|
$
|
53,802
|
|
|
|
|
$
|
1,006,814
|
|
|
As of September 30, 2016
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
(Note 3) |
|
As Restated
|
||||||
Assets
|
|
|
|
|
|
|
|
|
|||||
Cash
|
$
|
105,149
|
|
|
$
|
(11
|
)
|
|
f
|
|
$
|
105,138
|
|
Accounts receivable, less allowance for doubtful accounts
|
77,253
|
|
|
53,265
|
|
|
a
|
|
130,518
|
|
|||
Inventories
|
4,468
|
|
|
—
|
|
|
|
|
4,468
|
|
|||
Prepaid expenses and other current assets
|
12,951
|
|
|
(37
|
)
|
|
f
|
|
12,914
|
|
|||
Income tax receivable
|
4,656
|
|
|
(4,656
|
)
|
|
d
|
|
—
|
|
|||
Total current assets
|
204,477
|
|
|
48,561
|
|
|
|
|
253,038
|
|
|||
Property and equipment, net of accumulated depreciation
|
165,132
|
|
|
—
|
|
|
|
|
165,132
|
|
|||
Intangible assets, net of accumulated amortization
|
25,943
|
|
|
—
|
|
|
|
|
25,943
|
|
|||
Other long-term assets
|
6,593
|
|
|
—
|
|
|
|
|
6,593
|
|
|||
Goodwill
|
573,107
|
|
|
(55
|
)
|
|
c
|
|
573,052
|
|
|||
Total assets
|
$
|
975,252
|
|
|
$
|
48,506
|
|
|
|
|
$
|
1,023,758
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
||||
Accounts payable
|
$
|
23,277
|
|
|
$
|
—
|
|
|
|
|
$
|
23,277
|
|
Accrued compensation and benefits
|
29,092
|
|
|
—
|
|
|
|
|
29,092
|
|
|||
Accrued expenses and other current liabilities
|
54,031
|
|
|
5,357
|
|
|
d
|
|
59,388
|
|
|||
Current portion of long-term debt
|
43,582
|
|
|
—
|
|
|
|
|
43,582
|
|
|||
Total current liabilities
|
149,982
|
|
|
5,357
|
|
|
|
|
155,339
|
|
|||
Long-term debt, less current portion
|
520,017
|
|
|
—
|
|
|
|
|
520,017
|
|
|||
Income tax receivable agreement payable
|
15,670
|
|
|
—
|
|
|
|
|
15,670
|
|
|||
Other long-term liabilities
|
11,262
|
|
|
—
|
|
|
|
|
11,262
|
|
|||
Deferred tax liabilities
|
6,722
|
|
|
1,232
|
|
|
d
|
|
7,954
|
|
|||
Total liabilities
|
703,653
|
|
|
6,589
|
|
|
|
|
710,242
|
|
|||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|||
Noncontrolling interests subject to put provisions
|
140,336
|
|
|
11,580
|
|
|
b
|
|
151,916
|
|
|||
Equity:
|
|
|
|
|
|
|
|
|
|
||||
Preferred stock, $0.01 par value, 1,000,000 shares authorized; none issued
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Common stock, $0.01 par value; 300,000,000 shares authorized; 30,868,050 issued and outstanding
|
184
|
|
|
—
|
|
|
|
|
184
|
|
|||
Additional paid-in capital
|
69,765
|
|
|
14,400
|
|
|
b,c
|
|
84,165
|
|
|||
Receivable from noncontrolling interests
|
(562
|
)
|
|
—
|
|
|
|
|
(562
|
)
|
|||
Accumulated deficit
|
(121,527
|
)
|
|
(699
|
)
|
|
a,b,c,d,f
|
|
(122,226
|
)
|
|||
Accumulated other comprehensive income (loss), net of tax
|
(201
|
)
|
|
—
|
|
|
|
|
(201
|
)
|
|||
Total American Renal Associates Holdings, Inc. deficit
|
(52,341
|
)
|
|
13,701
|
|
|
|
|
(38,640
|
)
|
|||
Noncontrolling interests not subject to put provisions
|
183,604
|
|
|
16,636
|
|
|
a,b,c,d,f
|
|
200,240
|
|
|||
Total equity
|
131,263
|
|
|
30,337
|
|
|
|
|
161,600
|
|
|||
Total liabilities and equity
|
$
|
975,252
|
|
|
$
|
48,506
|
|
|
|
|
$
|
1,023,758
|
|
|
For the Three Months Ended March 31, 2018
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
(Note 3) |
|
As Restated
|
||||||
Patient service operating revenues
|
$
|
194,672
|
|
|
$
|
(8,373
|
)
|
|
a
|
|
$
|
186,299
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||
Patient care costs
|
133,731
|
|
|
346
|
|
|
a
|
|
134,077
|
|
|||
General and administrative
|
24,960
|
|
|
107
|
|
|
a,c,f
|
|
25,067
|
|
|||
Transaction-related costs
|
856
|
|
|
—
|
|
|
|
|
856
|
|
|||
Depreciation and amortization
|
9,623
|
|
|
—
|
|
|
|
|
9,623
|
|
|||
Certain legal and other matters
|
4,103
|
|
|
—
|
|
|
|
|
4,103
|
|
|||
Total operating expenses
|
173,273
|
|
|
453
|
|
|
|
|
173,726
|
|
|||
Operating income
|
21,399
|
|
|
(8,826
|
)
|
|
|
|
12,573
|
|
|||
Interest expense, net
|
(7,457
|
)
|
|
—
|
|
|
|
|
(7,457
|
)
|
|||
Change in fair value of income tax receivable agreement
|
(1,021
|
)
|
|
—
|
|
|
|
|
(1,021
|
)
|
|||
Income before income taxes
|
12,921
|
|
|
(8,826
|
)
|
|
|
|
4,095
|
|
|||
Income tax benefit
|
(792
|
)
|
|
(2,277
|
)
|
|
d
|
|
(3,069
|
)
|
|||
Net income
|
13,713
|
|
|
(6,549
|
)
|
|
|
|
7,164
|
|
|||
Less: Net income attributable to noncontrolling interests
|
(14,623
|
)
|
|
3,657
|
|
|
e
|
|
(10,966
|
)
|
|||
Net loss attributable to American Renal Associates Holdings, Inc.
|
(910
|
)
|
|
(2,892
|
)
|
|
|
|
(3,802
|
)
|
|||
Less: Change in the difference between the redemption value and estimated fair value for accounting purposes of the related noncontrolling interests
|
582
|
|
|
(85
|
)
|
|
b
|
|
497
|
|
|||
Net loss attributable to common shareholders
|
$
|
(328
|
)
|
|
$
|
(2,977
|
)
|
|
|
|
$
|
(3,305
|
)
|
|
|
|
|
|
|
|
|
||||||
Loss per share:
|
|
|
|
|
|
|
|
|
|||||
Basic
|
$
|
(0.01
|
)
|
|
|
|
|
|
$
|
(0.10
|
)
|
||
Diluted
|
$
|
(0.01
|
)
|
|
|
|
|
|
$
|
(0.10
|
)
|
||
Weighted-average number of common shares outstanding
|
|
|
|
|
|
|
|
|
|||||
Basic
|
31,800,553
|
|
|
|
|
|
|
31,800,553
|
|
||||
Diluted
|
31,800,553
|
|
|
|
|
|
|
31,800,553
|
|
|
For the Three Months Ended June 30, 2018
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
(Note 3) |
|
As Restated
|
||||||
Patient service operating revenues
|
$
|
217,178
|
|
|
$
|
(11,226
|
)
|
|
a
|
|
$
|
205,952
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||
Patient care costs
|
140,562
|
|
|
906
|
|
|
a
|
|
141,468
|
|
|||
General and administrative
|
26,803
|
|
|
(369
|
)
|
|
b,c
|
|
26,434
|
|
|||
Depreciation and amortization
|
9,814
|
|
|
—
|
|
|
|
|
9,814
|
|
|||
Certain legal and other matters
|
32,546
|
|
|
—
|
|
|
f
|
|
32,546
|
|
|||
Total operating expenses
|
209,725
|
|
|
537
|
|
|
|
|
210,262
|
|
|||
Operating income
|
7,453
|
|
|
(11,763
|
)
|
|
|
|
(4,310
|
)
|
|||
Interest expense, net
|
(8,131
|
)
|
|
(5
|
)
|
|
f
|
|
(8,136
|
)
|
|||
Change in fair value of income tax receivable agreement
|
1,736
|
|
|
—
|
|
|
|
|
1,736
|
|
|||
Income before income taxes
|
1,058
|
|
|
(11,768
|
)
|
|
|
|
(10,710
|
)
|
|||
Income tax benefit
|
(1,219
|
)
|
|
(1,108
|
)
|
|
d
|
|
(2,327
|
)
|
|||
Net income (loss)
|
2,277
|
|
|
(10,660
|
)
|
|
|
|
(8,383
|
)
|
|||
Less: Net income attributable to noncontrolling interests
|
(20,285
|
)
|
|
5,009
|
|
|
e
|
|
(15,276
|
)
|
|||
Net loss attributable to American Renal Associates Holdings, Inc.
|
(18,008
|
)
|
|
(5,651
|
)
|
|
|
|
(23,659
|
)
|
|||
Less: Change in the difference between the redemption value and estimated fair value for accounting purposes of the related noncontrolling interests
|
(884
|
)
|
|
(364
|
)
|
|
b
|
|
(1,248
|
)
|
|||
Net loss attributable to common shareholders
|
$
|
(18,892
|
)
|
|
$
|
(6,015
|
)
|
|
|
|
$
|
(24,907
|
)
|
|
|
|
|
|
|
|
|
||||||
Loss per share:
|
|
|
|
|
|
|
|
|
|||||
Basic
|
$
|
(0.59
|
)
|
|
|
|
|
|
$
|
(0.78
|
)
|
||
Diluted
|
$
|
(0.59
|
)
|
|
|
|
|
|
$
|
(0.78
|
)
|
||
Weighted-average number of common shares outstanding
|
|
|
|
|
|
|
|
|
|||||
Basic
|
31,932,705
|
|
|
|
|
|
|
31,932,705
|
|
||||
Diluted
|
31,932,705
|
|
|
|
|
|
|
31,932,705
|
|
|
For the Six Months Ended June 30, 2018
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
(Note 3) |
|
As Restated
|
||||||
Patient service operating revenues
|
$
|
411,850
|
|
|
$
|
(19,599
|
)
|
|
a
|
|
$
|
392,251
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||
Patient care costs
|
274,293
|
|
|
1,252
|
|
|
a
|
|
275,545
|
|
|||
General and administrative
|
51,763
|
|
|
(262
|
)
|
|
c
|
|
51,501
|
|
|||
Transaction-related costs
|
856
|
|
|
—
|
|
|
|
|
856
|
|
|||
Depreciation and amortization
|
19,437
|
|
|
—
|
|
|
|
|
19,437
|
|
|||
Certain legal and other matters
|
36,649
|
|
|
—
|
|
|
|
|
36,649
|
|
|||
Total operating expenses
|
382,998
|
|
|
990
|
|
|
|
|
383,988
|
|
|||
Operating income
|
28,852
|
|
|
(20,589
|
)
|
|
|
|
8,263
|
|
|||
Interest expense, net
|
(15,588
|
)
|
|
(5
|
)
|
|
f
|
|
(15,593
|
)
|
|||
Change in fair value of income tax receivable agreement
|
715
|
|
|
—
|
|
|
|
|
715
|
|
|||
Income before income taxes
|
13,979
|
|
|
(20,594
|
)
|
|
|
|
(6,615
|
)
|
|||
Income tax benefit
|
(2,011
|
)
|
|
(3,385
|
)
|
|
d
|
|
(5,396
|
)
|
|||
Net income
|
15,990
|
|
|
(17,209
|
)
|
|
|
|
(1,219
|
)
|
|||
Less: Net income attributable to noncontrolling interests
|
(34,908
|
)
|
|
8,666
|
|
|
e
|
|
(26,242
|
)
|
|||
Net loss attributable to American Renal Associates Holdings, Inc.
|
(18,918
|
)
|
|
(8,543
|
)
|
|
|
|
(27,461
|
)
|
|||
Less: Change in the difference between the redemption value and estimated fair value for accounting purposes of the related noncontrolling interests
|
(302
|
)
|
|
(449
|
)
|
|
b
|
|
(751
|
)
|
|||
Net loss attributable to common shareholders
|
$
|
(19,220
|
)
|
|
$
|
(8,992
|
)
|
|
|
|
$
|
(28,212
|
)
|
|
|
|
|
|
|
|
|
||||||
Loss per share:
|
|
|
|
|
|
|
|
|
|||||
Basic
|
$
|
(0.60
|
)
|
|
|
|
|
|
$
|
(0.89
|
)
|
||
Diluted
|
$
|
(0.60
|
)
|
|
|
|
|
|
$
|
(0.89
|
)
|
||
Weighted-average number of common shares outstanding
|
|
|
|
|
|
|
|
|
|||||
Basic
|
31,877,286
|
|
|
|
|
|
|
31,877,286
|
|
||||
Diluted
|
31,877,286
|
|
|
|
|
|
|
31,877,286
|
|
|
For the Three Months Ended September 30, 2018
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
(Note 3) |
|
As Restated
|
||||||
Patient service operating revenues
|
$
|
211,019
|
|
|
$
|
(5,300
|
)
|
|
a
|
|
$
|
205,719
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||
Patient care costs
|
145,300
|
|
|
639
|
|
|
a
|
|
145,939
|
|
|||
General and administrative
|
24,619
|
|
|
—
|
|
|
|
|
24,619
|
|
|||
Depreciation and amortization
|
10,023
|
|
|
—
|
|
|
|
|
10,023
|
|
|||
Certain legal and other matters
|
1,028
|
|
|
—
|
|
|
|
|
1,028
|
|
|||
Total operating expenses
|
180,970
|
|
|
639
|
|
|
|
|
181,609
|
|
|||
Operating income
|
30,049
|
|
|
(5,939
|
)
|
|
|
|
24,110
|
|
|||
Interest expense, net
|
(8,241
|
)
|
|
(1
|
)
|
|
f
|
|
(8,242
|
)
|
|||
Change in fair value of income tax receivable agreement
|
(3,480
|
)
|
|
—
|
|
|
|
|
(3,480
|
)
|
|||
Income before income taxes
|
18,328
|
|
|
(5,940
|
)
|
|
|
|
12,388
|
|
|||
Income tax expense (benefit)
|
34
|
|
|
(158
|
)
|
|
d
|
|
(124
|
)
|
|||
Net income
|
18,294
|
|
|
(5,782
|
)
|
|
|
|
12,512
|
|
|||
Less: Net income attributable to noncontrolling interests
|
(15,804
|
)
|
|
2,558
|
|
|
e
|
|
(13,246
|
)
|
|||
Net income (loss) attributable to American Renal Associates Holdings, Inc.
|
2,490
|
|
|
(3,224
|
)
|
|
|
|
(734
|
)
|
|||
Less: Change in the difference between the redemption value and estimated fair value for accounting purposes of the related noncontrolling interests
|
(481
|
)
|
|
(99
|
)
|
|
b
|
|
(580
|
)
|
|||
Net income (loss) attributable to common shareholders
|
$
|
2,009
|
|
|
$
|
(3,323
|
)
|
|
|
|
$
|
(1,314
|
)
|
|
|
|
|
|
|
|
|
||||||
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|||||
Basic
|
$
|
0.06
|
|
|
|
|
|
|
$
|
(0.04
|
)
|
||
Diluted
|
$
|
0.06
|
|
|
|
|
|
|
$
|
(0.04
|
)
|
||
Weighted-average number of common shares outstanding
|
|
|
|
|
|
|
|
|
|||||
Basic
|
32,005,544
|
|
|
|
|
|
|
32,005,544
|
|
||||
Diluted
|
34,578,592
|
|
|
|
|
|
|
32,005,544
|
|
|
For the Nine Months Ended September 30, 2018
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
(Note 3) |
|
As Restated
|
||||||
Patient service operating revenues
|
$
|
622,869
|
|
|
$
|
(24,899
|
)
|
|
a
|
|
$
|
597,970
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||
Patient care costs
|
419,593
|
|
|
1,891
|
|
|
a
|
|
421,484
|
|
|||
General and administrative
|
76,382
|
|
|
(262
|
)
|
|
c
|
|
76,120
|
|
|||
Transaction-related costs
|
856
|
|
|
—
|
|
|
|
|
856
|
|
|||
Depreciation and amortization
|
29,460
|
|
|
—
|
|
|
|
|
29,460
|
|
|||
Certain legal and other matters
|
37,677
|
|
|
—
|
|
|
|
|
37,677
|
|
|||
Total operating expenses
|
563,968
|
|
|
1,629
|
|
|
|
|
565,597
|
|
|||
Operating income
|
58,901
|
|
|
(26,528
|
)
|
|
|
|
32,373
|
|
|||
Interest expense, net
|
(23,829
|
)
|
|
(6
|
)
|
|
f
|
|
(23,835
|
)
|
|||
Change in fair value of income tax receivable agreement
|
(2,765
|
)
|
|
—
|
|
|
|
|
(2,765
|
)
|
|||
Income before income taxes
|
32,307
|
|
|
(26,534
|
)
|
|
|
|
5,773
|
|
|||
Income tax benefit
|
(1,977
|
)
|
|
(3,543
|
)
|
|
d
|
|
(5,520
|
)
|
|||
Net income
|
34,284
|
|
|
(22,991
|
)
|
|
|
|
11,293
|
|
|||
Less: Net income attributable to noncontrolling interests
|
(50,712
|
)
|
|
11,224
|
|
|
e
|
|
(39,488
|
)
|
|||
Net loss attributable to American Renal Associates Holdings, Inc.
|
(16,428
|
)
|
|
(11,767
|
)
|
|
|
|
(28,195
|
)
|
|||
Less: Change in the difference between the redemption value and estimated fair value for accounting purposes of the related noncontrolling interests
|
(783
|
)
|
|
(548
|
)
|
|
b
|
|
(1,331
|
)
|
|||
Net loss attributable to common shareholders
|
$
|
(17,211
|
)
|
|
$
|
(12,315
|
)
|
|
|
|
$
|
(29,526
|
)
|
|
|
|
|
|
|
|
|
||||||
Loss per share:
|
|
|
|
|
|
|
|
|
|||||
Basic
|
$
|
(0.54
|
)
|
|
|
|
|
|
$
|
(0.93
|
)
|
||
Diluted
|
$
|
(0.54
|
)
|
|
|
|
|
|
$
|
(0.93
|
)
|
||
Weighted-average number of common shares outstanding
|
|
|
|
|
|
|
|
|
|||||
Basic
|
31,912,934
|
|
|
|
|
|
|
31,912,934
|
|
||||
Diluted
|
31,912,934
|
|
|
|
|
|
|
31,912,934
|
|
|
For the Three Months Ended March 31, 2017
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
(Note 3) |
|
As Restated
|
||||||
Patient service operating revenues
|
$
|
178,632
|
|
|
$
|
(383
|
)
|
|
a
|
|
$
|
178,249
|
|
Provision for uncollectible accounts
|
(1,607
|
)
|
|
(348
|
)
|
|
a
|
|
(1,955
|
)
|
|||
Net patient service operating revenues
|
177,025
|
|
|
(731
|
)
|
|
|
|
176,294
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||
Patient care costs
|
120,301
|
|
|
—
|
|
|
|
|
120,301
|
|
|||
General and administrative
|
31,244
|
|
|
65
|
|
|
h
|
|
31,309
|
|
|||
Depreciation and amortization
|
9,074
|
|
|
—
|
|
|
|
|
9,074
|
|
|||
Certain legal and other matters
|
3,936
|
|
|
—
|
|
|
|
|
3,936
|
|
|||
Total operating expenses
|
164,555
|
|
|
65
|
|
|
|
|
164,620
|
|
|||
Operating income
|
12,470
|
|
|
(796
|
)
|
|
|
|
11,674
|
|
|||
Interest expense, net
|
(7,609
|
)
|
|
—
|
|
|
|
|
(7,609
|
)
|
|||
Change in fair value of income tax receivable agreement
|
4,517
|
|
|
—
|
|
|
|
|
4,517
|
|
|||
Income before income taxes
|
9,378
|
|
|
(796
|
)
|
|
|
|
8,582
|
|
|||
Income tax benefit
|
(3,524
|
)
|
|
344
|
|
|
d,h
|
|
(3,180
|
)
|
|||
Net income
|
12,902
|
|
|
(1,140
|
)
|
|
|
|
11,762
|
|
|||
Less: Net income attributable to noncontrolling interests
|
(14,153
|
)
|
|
269
|
|
|
e
|
|
(13,884
|
)
|
|||
Net loss attributable to American Renal Associates Holdings, Inc.
|
(1,251
|
)
|
|
(871
|
)
|
|
|
|
(2,122
|
)
|
|||
Less: Change in the difference between the redemption value and estimated fair value for accounting purposes of the related noncontrolling interests
|
(11,083
|
)
|
|
676
|
|
|
b
|
|
(10,407
|
)
|
|||
Net loss attributable to common shareholders
|
$
|
(12,334
|
)
|
|
$
|
(195
|
)
|
|
|
|
$
|
(12,529
|
)
|
|
|
|
|
|
|
|
|
||||||
Loss per share:
|
|
|
|
|
|
|
|
|
|||||
Basic
|
$
|
(0.40
|
)
|
|
|
|
|
|
$
|
(0.41
|
)
|
||
Diluted
|
$
|
(0.40
|
)
|
|
|
|
|
|
$
|
(0.41
|
)
|
||
Weighted-average number of common shares outstanding
|
|
|
|
|
|
|
|
|
|||||
Basic
|
30,907,482
|
|
|
|
|
|
|
30,907,482
|
|
||||
Diluted
|
30,907,482
|
|
|
|
|
|
|
30,907,482
|
|
|
For the Three Months Ended June 30, 2017
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
(Note 3) |
|
As Restated
|
||||||
Patient service operating revenues
|
$
|
187,602
|
|
|
$
|
(9,712
|
)
|
|
a
|
|
$
|
177,890
|
|
Provision for uncollectible accounts
|
(1,610
|
)
|
|
1,179
|
|
|
a
|
|
(431
|
)
|
|||
Net patient service operating revenues
|
185,992
|
|
|
(8,533
|
)
|
|
|
|
177,459
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||
Patient care costs
|
118,059
|
|
|
509
|
|
|
g
|
|
118,568
|
|
|||
General and administrative
|
26,381
|
|
|
(163
|
)
|
|
c,g,h
|
|
26,218
|
|
|||
Transaction-related costs
|
717
|
|
|
—
|
|
|
|
|
717
|
|
|||
Depreciation and amortization
|
9,382
|
|
|
—
|
|
|
|
|
9,382
|
|
|||
Certain legal and other matters
|
4,297
|
|
|
—
|
|
|
|
|
4,297
|
|
|||
Total operating expenses
|
158,836
|
|
|
346
|
|
|
|
|
159,182
|
|
|||
Operating income
|
27,156
|
|
|
(8,879
|
)
|
|
|
|
18,277
|
|
|||
Interest expense, net
|
(7,188
|
)
|
|
—
|
|
|
|
|
(7,188
|
)
|
|||
Loss on early extinguishment of debt
|
(526
|
)
|
|
—
|
|
|
|
|
(526
|
)
|
|||
Change in fair value of income tax receivable agreement
|
(2,641
|
)
|
|
—
|
|
|
|
|
(2,641
|
)
|
|||
Income before income taxes
|
16,801
|
|
|
(8,879
|
)
|
|
|
|
7,922
|
|
|||
Income tax expense (benefit)
|
410
|
|
|
(2,247
|
)
|
|
d,h
|
|
(1,837
|
)
|
|||
Net income
|
16,391
|
|
|
(6,632
|
)
|
|
|
|
9,759
|
|
|||
Less: Net income attributable to noncontrolling interests
|
(18,497
|
)
|
|
3,665
|
|
|
e
|
|
(14,832
|
)
|
|||
Net loss attributable to American Renal Associates Holdings, Inc.
|
(2,106
|
)
|
|
(2,967
|
)
|
|
|
|
(5,073
|
)
|
|||
Less: Change in the difference between the redemption value and estimated fair value for accounting purposes of the related noncontrolling interests
|
(2,527
|
)
|
|
(357
|
)
|
|
b
|
|
(2,884
|
)
|
|||
Net loss attributable to common shareholders
|
$
|
(4,633
|
)
|
|
$
|
(3,324
|
)
|
|
|
|
$
|
(7,957
|
)
|
|
|
|
|
|
|
|
|
||||||
Loss per share:
|
|
|
|
|
|
|
|
|
|||||
Basic
|
$
|
(0.15
|
)
|
|
|
|
|
|
$
|
(0.26
|
)
|
||
Diluted
|
$
|
(0.15
|
)
|
|
|
|
|
|
$
|
(0.26
|
)
|
||
Weighted-average number of common shares outstanding
|
|
|
|
|
|
|
|
|
|||||
Basic
|
30,986,689
|
|
|
|
|
|
|
30,986,689
|
|
||||
Diluted
|
30,986,689
|
|
|
|
|
|
|
30,986,689
|
|
|
For the Six Months Ended June 30, 2017
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
(Note 3) |
|
As Restated
|
||||||
Patient service operating revenues
|
$
|
366,234
|
|
|
$
|
(10,095
|
)
|
|
a
|
|
$
|
356,139
|
|
Provision for uncollectible accounts
|
(3,217
|
)
|
|
831
|
|
|
a
|
|
(2,386
|
)
|
|||
Net patient service operating revenues
|
363,017
|
|
|
(9,264
|
)
|
|
|
|
353,753
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||
Patient care costs
|
238,360
|
|
|
509
|
|
|
g
|
|
238,869
|
|
|||
General and administrative
|
57,625
|
|
|
(98
|
)
|
|
c,g,h
|
|
57,527
|
|
|||
Transaction-related costs
|
717
|
|
|
—
|
|
|
|
|
717
|
|
|||
Depreciation and amortization
|
18,456
|
|
|
—
|
|
|
|
|
18,456
|
|
|||
Certain legal and other matters
|
8,233
|
|
|
—
|
|
|
|
|
8,233
|
|
|||
Total operating expenses
|
323,391
|
|
|
411
|
|
|
|
|
323,802
|
|
|||
Operating income
|
39,626
|
|
|
(9,675
|
)
|
|
|
|
29,951
|
|
|||
Interest expense, net
|
(14,797
|
)
|
|
—
|
|
|
|
|
(14,797
|
)
|
|||
Loss on early extinguishment of debt
|
(526
|
)
|
|
—
|
|
|
|
|
(526
|
)
|
|||
Change in fair value of income tax receivable agreement
|
1,876
|
|
|
—
|
|
|
|
|
1,876
|
|
|||
Income before income taxes
|
26,179
|
|
|
(9,675
|
)
|
|
|
|
16,504
|
|
|||
Income tax benefit
|
(3,114
|
)
|
|
(1,903
|
)
|
|
d,h
|
|
(5,017
|
)
|
|||
Net income
|
29,293
|
|
|
(7,772
|
)
|
|
|
|
21,521
|
|
|||
Less: Net income attributable to noncontrolling interests
|
(32,650
|
)
|
|
3,934
|
|
|
e
|
|
(28,716
|
)
|
|||
Net loss attributable to American Renal Associates Holdings, Inc.
|
(3,357
|
)
|
|
(3,838
|
)
|
|
|
|
(7,195
|
)
|
|||
Less: Change in the difference between the redemption value and estimated fair value for accounting purposes of the related noncontrolling interests
|
(13,610
|
)
|
|
319
|
|
|
b
|
|
(13,291
|
)
|
|||
Net loss attributable to common shareholders
|
$
|
(16,967
|
)
|
|
$
|
(3,519
|
)
|
|
|
|
$
|
(20,486
|
)
|
|
|
|
|
|
|
|
|
|
|||||
Loss per share:
|
|
|
|
|
|
|
|
|
|||||
Basic
|
$
|
(0.55
|
)
|
|
|
|
|
|
$
|
(0.66
|
)
|
||
Diluted
|
$
|
(0.55
|
)
|
|
|
|
|
|
$
|
(0.66
|
)
|
||
Weighted-average number of common shares outstanding
|
|
|
|
|
|
|
|
|
|||||
Basic
|
30,947,304
|
|
|
|
|
|
|
30,947,304
|
|
||||
Diluted
|
30,947,304
|
|
|
|
|
|
|
30,947,304
|
|
|
For the Three Months Ended September 30, 2017
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
(Note 3) |
|
As Restated
|
||||||
Patient service operating revenues
|
$
|
189,497
|
|
|
$
|
1,173
|
|
|
a
|
|
$
|
190,670
|
|
Provision for uncollectible accounts
|
(1,786
|
)
|
|
(966
|
)
|
|
a
|
|
(2,752
|
)
|
|||
Net patient service operating revenues
|
187,711
|
|
|
207
|
|
|
|
|
187,918
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||
Patient care costs
|
119,599
|
|
|
140
|
|
|
g
|
|
119,739
|
|
|||
General and administrative
|
22,292
|
|
|
(256
|
)
|
|
c,g,h
|
|
22,036
|
|
|||
Depreciation and amortization
|
9,438
|
|
|
—
|
|
|
|
|
9,438
|
|
|||
Certain legal and other matters
|
3,481
|
|
|
—
|
|
|
|
|
3,481
|
|
|||
Total operating expenses
|
154,810
|
|
|
(116
|
)
|
|
|
|
154,694
|
|
|||
Operating income
|
32,901
|
|
|
323
|
|
|
|
|
33,224
|
|
|||
Interest expense, net
|
(7,255
|
)
|
|
—
|
|
|
|
|
(7,255
|
)
|
|||
Change in fair value of income tax receivable agreement
|
3,585
|
|
|
—
|
|
|
|
|
3,585
|
|
|||
Income before income taxes
|
29,231
|
|
|
323
|
|
|
|
|
29,554
|
|
|||
Income tax expense
|
2,559
|
|
|
1,204
|
|
|
d,h
|
|
3,763
|
|
|||
Net income
|
26,672
|
|
|
(881
|
)
|
|
|
|
25,791
|
|
|||
Less: Net income attributable to noncontrolling interests
|
(18,689
|
)
|
|
394
|
|
|
e
|
|
(18,295
|
)
|
|||
Net income attributable to American Renal Associates Holdings, Inc.
|
7,983
|
|
|
(487
|
)
|
|
|
|
7,496
|
|
|||
Less: Change in the difference between the redemption value and estimated fair value for accounting purposes of the related noncontrolling interests
|
5
|
|
|
554
|
|
|
b
|
|
559
|
|
|||
Net income attributable to common shareholders
|
$
|
7,988
|
|
|
$
|
67
|
|
|
|
|
$
|
8,055
|
|
|
|
|
|
|
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|||||
Basic
|
$
|
0.26
|
|
|
|
|
|
|
$
|
0.26
|
|
||
Diluted
|
$
|
0.24
|
|
|
|
|
|
|
$
|
0.24
|
|
||
Weighted-average number of common shares outstanding
|
|
|
|
|
|
|
|
|
|||||
Basic
|
31,095,418
|
|
|
|
|
|
|
31,095,418
|
|
||||
Diluted
|
33,833,822
|
|
|
|
|
|
|
33,833,822
|
|
|
For the Nine Months Ended September 30, 2017
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
(Note 3) |
|
As Restated
|
||||||
Patient service operating revenues
|
$
|
555,731
|
|
|
$
|
(8,922
|
)
|
|
a
|
|
$
|
546,809
|
|
Provision for uncollectible accounts
|
(5,003
|
)
|
|
(135
|
)
|
|
a
|
|
(5,138
|
)
|
|||
Net patient service operating revenues
|
550,728
|
|
|
(9,057
|
)
|
|
|
|
541,671
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||
Patient care costs
|
357,959
|
|
|
649
|
|
|
g
|
|
358,608
|
|
|||
General and administrative
|
79,917
|
|
|
(354
|
)
|
|
c,g,h
|
|
79,563
|
|
|||
Transaction-related costs
|
717
|
|
|
—
|
|
|
|
|
717
|
|
|||
Depreciation and amortization
|
27,894
|
|
|
—
|
|
|
|
|
27,894
|
|
|||
Certain legal and other matters
|
11,714
|
|
|
—
|
|
|
|
|
11,714
|
|
|||
Total operating expenses
|
478,201
|
|
|
295
|
|
|
|
|
478,496
|
|
|||
Operating income
|
72,527
|
|
|
(9,352
|
)
|
|
|
|
63,175
|
|
|||
Interest expense, net
|
(22,052
|
)
|
|
—
|
|
|
|
|
(22,052
|
)
|
|||
Loss on early extinguishment of debt
|
(526
|
)
|
|
—
|
|
|
|
|
(526
|
)
|
|||
Change in fair value of income tax receivable agreement
|
5,461
|
|
|
—
|
|
|
|
|
5,461
|
|
|||
Income before income taxes
|
55,410
|
|
|
(9,352
|
)
|
|
|
|
46,058
|
|
|||
Income tax benefit
|
(555
|
)
|
|
(699
|
)
|
|
d,h
|
|
(1,254
|
)
|
|||
Net income
|
55,965
|
|
|
(8,653
|
)
|
|
|
|
47,312
|
|
|||
Less: Net income attributable to noncontrolling interests
|
(51,339
|
)
|
|
4,328
|
|
|
e
|
|
(47,011
|
)
|
|||
Net income attributable to American Renal Associates Holdings, Inc.
|
4,626
|
|
|
(4,325
|
)
|
|
|
|
301
|
|
|||
Less: Change in the difference between the redemption value and estimated fair value for accounting purposes of the related noncontrolling interests
|
(13,605
|
)
|
|
873
|
|
|
b
|
|
(12,732
|
)
|
|||
Net loss attributable to common shareholders
|
$
|
(8,979
|
)
|
|
$
|
(3,452
|
)
|
|
|
|
$
|
(12,431
|
)
|
|
|
|
|
|
|
|
|
||||||
Loss per share:
|
|
|
|
|
|
|
|
|
|||||
Basic
|
$
|
(0.29
|
)
|
|
|
|
|
|
$
|
(0.40
|
)
|
||
Diluted
|
$
|
(0.29
|
)
|
|
|
|
|
|
$
|
(0.40
|
)
|
||
Weighted-average number of common shares outstanding
|
|
|
|
|
|
|
|
|
|||||
Basic
|
30,997,218
|
|
|
|
|
|
|
30,997,218
|
|
||||
Diluted
|
30,997,218
|
|
|
|
|
|
|
30,997,218
|
|
|
For the Three Months Ended March 31, 2016
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
(Note 3) |
|
As Restated
|
||||||
Patient service operating revenues
|
$
|
173,554
|
|
|
$
|
11,280
|
|
|
a
|
|
$
|
184,834
|
|
Provision for uncollectible accounts
|
(1,423
|
)
|
|
140
|
|
|
a
|
|
(1,283
|
)
|
|||
Net patient service operating revenues
|
172,131
|
|
|
11,420
|
|
|
|
|
183,551
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||
Patient care costs
|
105,455
|
|
|
—
|
|
|
|
|
105,455
|
|
|||
General and administrative
|
21,499
|
|
|
144
|
|
|
c,h
|
|
21,643
|
|
|||
Transaction-related costs
|
24
|
|
|
—
|
|
|
|
|
24
|
|
|||
Depreciation and amortization
|
7,677
|
|
|
—
|
|
|
|
|
7,677
|
|
|||
Total operating expenses
|
134,655
|
|
|
144
|
|
|
|
|
134,799
|
|
|||
Operating income
|
37,476
|
|
|
11,276
|
|
|
|
|
48,752
|
|
|||
Interest expense, net
|
(12,258
|
)
|
|
(5
|
)
|
|
f
|
|
(12,263
|
)
|
|||
Income before income taxes
|
25,218
|
|
|
11,271
|
|
|
|
|
36,489
|
|
|||
Income tax expense
|
2,661
|
|
|
1,838
|
|
|
d,h
|
|
4,499
|
|
|||
Net income
|
22,557
|
|
|
9,433
|
|
|
|
|
31,990
|
|
|||
Less: Net income attributable to noncontrolling interests
|
(18,801
|
)
|
|
(6,668
|
)
|
|
e
|
|
(25,469
|
)
|
|||
Net income attributable to American Renal Associates Holdings, Inc.
|
$
|
3,756
|
|
|
$
|
2,765
|
|
|
|
|
$
|
6,521
|
|
Less: Change in the difference between the redemption value and estimated fair value for accounting purposes of the related noncontrolling interests
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net income attributable to common shareholders
|
$
|
3,756
|
|
|
$
|
2,765
|
|
|
|
|
$
|
6,521
|
|
|
|
|
|
|
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|||||
Basic
|
$
|
0.17
|
|
|
|
|
|
|
$
|
0.29
|
|
||
Diluted
|
$
|
0.16
|
|
|
|
|
|
|
$
|
0.29
|
|
||
Weighted-average number of common shares outstanding
|
|
|
|
|
|
|
|
|
|||||
Basic
|
22,213,967
|
|
|
|
|
|
|
22,213,967
|
|
||||
Diluted
|
22,785,670
|
|
|
|
|
|
|
22,785,670
|
|
|
For the Three Months Ended June 30, 2016
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
(Note 3) |
|
As Restated
|
||||||
Patient service operating revenues
|
$
|
186,938
|
|
|
$
|
10,814
|
|
|
a
|
|
$
|
197,752
|
|
Provision for uncollectible accounts
|
(1,371
|
)
|
|
(225
|
)
|
|
a
|
|
(1,596
|
)
|
|||
Net patient service operating revenues
|
185,567
|
|
|
10,589
|
|
|
|
|
196,156
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||
Patient care costs
|
109,779
|
|
|
—
|
|
|
|
|
109,779
|
|
|||
General and administrative
|
31,942
|
|
|
97
|
|
|
c,h
|
|
32,039
|
|
|||
Transaction-related costs
|
2,215
|
|
|
—
|
|
|
|
|
2,215
|
|
|||
Depreciation and amortization
|
8,252
|
|
|
—
|
|
|
|
|
8,252
|
|
|||
Total operating expenses
|
152,188
|
|
|
97
|
|
|
|
|
152,285
|
|
|||
Operating income
|
33,379
|
|
|
10,492
|
|
|
|
|
43,871
|
|
|||
Interest expense, net
|
(8,941
|
)
|
|
(10
|
)
|
|
f
|
|
(8,951
|
)
|
|||
Loss on early extinguishment of debt
|
(4,708
|
)
|
|
—
|
|
|
|
|
(4,708
|
)
|
|||
Change in fair value of income tax receivable agreement
|
(7,835
|
)
|
|
—
|
|
|
|
|
(7,835
|
)
|
|||
Income before income taxes
|
11,895
|
|
|
10,482
|
|
|
|
|
22,377
|
|
|||
Income tax (benefit) expense
|
(1,147
|
)
|
|
2,355
|
|
|
d,h
|
|
1,208
|
|
|||
Net income
|
13,042
|
|
|
8,127
|
|
|
|
|
21,169
|
|
|||
Less: Net income attributable to noncontrolling interests
|
(22,488
|
)
|
|
(5,754
|
)
|
|
e
|
|
(28,242
|
)
|
|||
Net loss attributable to American Renal Associates Holdings, Inc.
|
$
|
(9,446
|
)
|
|
$
|
2,373
|
|
|
|
|
$
|
(7,073
|
)
|
Less: Change in the difference between the redemption value and estimated fair value for accounting purposes of the related noncontrolling interests
|
(12,133
|
)
|
|
1,811
|
|
|
b
|
|
(10,322
|
)
|
|||
Net loss attributable to common shareholders
|
$
|
(21,579
|
)
|
|
$
|
4,184
|
|
|
|
|
$
|
(17,395
|
)
|
|
|
|
|
|
|
|
|
||||||
Loss per share:
|
|
|
|
|
|
|
|
|
|||||
Basic
|
$
|
(0.76
|
)
|
|
|
|
|
|
$
|
(0.61
|
)
|
||
Diluted
|
$
|
(0.76
|
)
|
|
|
|
|
|
$
|
(0.61
|
)
|
||
Weighted-average number of common shares outstanding
|
|
|
|
|
|
|
|
|
|||||
Basic
|
28,406,999
|
|
|
|
|
|
|
28,406,999
|
|
||||
Diluted
|
28,406,999
|
|
|
|
|
|
|
28,406,999
|
|
||||
Cash dividends declared per share
|
$
|
1.30
|
|
|
|
|
|
|
$
|
1.30
|
|
|
For the Six Months Ended June 30, 2016
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
(Note 3) |
|
As Restated
|
||||||
Patient service operating revenues
|
$
|
360,492
|
|
|
$
|
22,094
|
|
|
a
|
|
$
|
382,586
|
|
Provision for uncollectible accounts
|
(2,794
|
)
|
|
(85
|
)
|
|
a
|
|
(2,879
|
)
|
|||
Net patient service operating revenues
|
357,698
|
|
|
22,009
|
|
|
|
|
379,707
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||
Patient care costs
|
215,234
|
|
|
—
|
|
|
|
|
215,234
|
|
|||
General and administrative
|
53,441
|
|
|
241
|
|
|
c,h
|
|
53,682
|
|
|||
Transaction-related costs
|
2,239
|
|
|
—
|
|
|
|
|
2,239
|
|
|||
Depreciation and amortization
|
15,929
|
|
|
—
|
|
|
|
|
15,929
|
|
|||
Total operating expenses
|
286,843
|
|
|
241
|
|
|
|
|
287,084
|
|
|||
Operating income
|
70,855
|
|
|
21,768
|
|
|
|
|
92,623
|
|
|||
Interest expense, net
|
(21,199
|
)
|
|
(15
|
)
|
|
f
|
|
(21,214
|
)
|
|||
Loss on early extinguishment of debt
|
(4,708
|
)
|
|
—
|
|
|
|
|
(4,708
|
)
|
|||
Change in fair value of income tax receivable agreement
|
(7,835
|
)
|
|
—
|
|
|
|
|
(7,835
|
)
|
|||
Income before income taxes
|
37,113
|
|
|
21,753
|
|
|
|
|
58,866
|
|
|||
Income tax expense
|
1,514
|
|
|
4,193
|
|
|
d,h
|
|
5,707
|
|
|||
Net income
|
35,599
|
|
|
17,560
|
|
|
|
|
53,159
|
|
|||
Less: Net income attributable to noncontrolling interests
|
(41,289
|
)
|
|
(12,422
|
)
|
|
e
|
|
(53,711
|
)
|
|||
Net loss attributable to American Renal Associates Holdings, Inc.
|
$
|
(5,690
|
)
|
|
$
|
5,138
|
|
|
|
|
$
|
(552
|
)
|
Less: Change in the difference between the redemption value and estimated fair value for accounting purposes of the related noncontrolling interests
|
(12,133
|
)
|
|
1,811
|
|
|
b
|
|
(10,322
|
)
|
|||
Net loss attributable to common shareholders
|
$
|
(17,823
|
)
|
|
$
|
6,949
|
|
|
|
|
$
|
(10,874
|
)
|
|
|
|
|
|
|
|
|
||||||
Loss per share:
|
|
|
|
|
|
|
|
|
|||||
Basic
|
$
|
(0.70
|
)
|
|
|
|
|
|
$
|
(0.43
|
)
|
||
Diluted
|
$
|
(0.70
|
)
|
|
|
|
|
|
$
|
(0.43
|
)
|
||
Weighted-average number of common shares outstanding
|
|
|
|
|
|
|
|
|
|||||
Basic
|
25,344,510
|
|
|
|
|
|
|
25,344,510
|
|
||||
Diluted
|
25,344,510
|
|
|
|
|
|
|
25,344,510
|
|
||||
Cash dividends declared per share
|
$
|
1.30
|
|
|
|
|
|
|
$
|
1.30
|
|
|
For the Three Months Ended September 30, 2016
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
(Note 3) |
|
As Restated
|
||||||
Patient service operating revenues
|
$
|
194,857
|
|
|
$
|
246
|
|
|
a
|
|
$
|
195,103
|
|
Provision for uncollectible accounts
|
(1,902
|
)
|
|
(1,062
|
)
|
|
a
|
|
(2,964
|
)
|
|||
Net patient service operating revenues
|
192,955
|
|
|
(816
|
)
|
|
|
|
192,139
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||
Patient care costs
|
116,115
|
|
|
—
|
|
|
|
|
116,115
|
|
|||
General and administrative
|
33,359
|
|
|
(5
|
)
|
|
c,h
|
|
33,354
|
|
|||
Depreciation and amortization
|
8,687
|
|
|
—
|
|
|
|
|
8,687
|
|
|||
Certain legal and other matters
|
4,042
|
|
|
—
|
|
|
|
|
4,042
|
|
|||
Total operating expenses
|
162,203
|
|
|
(5
|
)
|
|
|
|
162,198
|
|
|||
Operating income
|
30,752
|
|
|
(811
|
)
|
|
|
|
29,941
|
|
|||
Interest expense, net
|
(7,372
|
)
|
|
—
|
|
|
|
|
(7,372
|
)
|
|||
Change in fair value of income tax receivable agreement
|
12,565
|
|
|
—
|
|
|
|
|
12,565
|
|
|||
Income before income taxes
|
35,945
|
|
|
(811
|
)
|
|
|
|
35,134
|
|
|||
Income tax benefit
|
(101
|
)
|
|
(882
|
)
|
|
d,h
|
|
(983
|
)
|
|||
Net income
|
36,046
|
|
|
71
|
|
|
|
|
36,117
|
|
|||
Less: Net income attributable to noncontrolling interests
|
(23,622
|
)
|
|
277
|
|
|
e
|
|
(23,345
|
)
|
|||
Net income attributable to American Renal Associates Holdings, Inc.
|
$
|
12,424
|
|
|
$
|
348
|
|
|
|
|
$
|
12,772
|
|
Less: Change in the difference between the redemption value and estimated fair value for accounting purposes of the related noncontrolling interests
|
(1,752
|
)
|
|
(1,587
|
)
|
|
b
|
|
(3,339
|
)
|
|||
Net income attributable to common shareholders
|
$
|
10,672
|
|
|
$
|
(1,239
|
)
|
|
|
|
$
|
9,433
|
|
|
|
|
|
|
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|||||
Basic
|
$
|
0.35
|
|
|
|
|
|
|
$
|
0.31
|
|
||
Diluted
|
$
|
0.34
|
|
|
|
|
|
|
$
|
0.30
|
|
||
Weighted-average number of common shares outstanding
|
|
|
|
|
|
|
|
|
|||||
Basic
|
30,865,350
|
|
|
|
|
|
|
30,865,350
|
|
||||
Diluted
|
31,436,814
|
|
|
|
|
|
|
31,436,814
|
|
|
For the Nine Months Ended September 30, 2016
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
(Note 3) |
|
As Restated
|
||||||
Patient service operating revenues
|
$
|
555,349
|
|
|
$
|
22,340
|
|
|
a
|
|
$
|
577,689
|
|
Provision for uncollectible accounts
|
(4,696
|
)
|
|
(1,147
|
)
|
|
a
|
|
(5,843
|
)
|
|||
Net patient service operating revenues
|
550,653
|
|
|
21,193
|
|
|
|
|
571,846
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||
Patient care costs
|
331,349
|
|
|
—
|
|
|
|
|
331,349
|
|
|||
General and administrative
|
86,800
|
|
|
236
|
|
|
c,h
|
|
87,036
|
|
|||
Transaction-related costs
|
2,239
|
|
|
—
|
|
|
|
|
2,239
|
|
|||
Depreciation and amortization
|
24,616
|
|
|
—
|
|
|
|
|
24,616
|
|
|||
Certain legal and other matters
|
4,042
|
|
|
—
|
|
|
|
|
4,042
|
|
|||
Total operating expenses
|
449,046
|
|
|
236
|
|
|
|
|
449,282
|
|
|||
Operating income
|
101,607
|
|
|
20,957
|
|
|
|
|
122,564
|
|
|||
Interest expense, net
|
(28,571
|
)
|
|
(15
|
)
|
|
f
|
|
(28,586
|
)
|
|||
Loss on early extinguishment of debt
|
(4,708
|
)
|
|
—
|
|
|
|
|
(4,708
|
)
|
|||
Change in fair value of income tax receivable agreement
|
4,730
|
|
|
—
|
|
|
|
|
4,730
|
|
|||
Income before income taxes
|
73,058
|
|
|
20,942
|
|
|
|
|
94,000
|
|
|||
Income tax expense
|
1,413
|
|
|
3,311
|
|
|
d,h
|
|
4,724
|
|
|||
Net income
|
71,645
|
|
|
17,631
|
|
|
|
|
89,276
|
|
|||
Less: Net income attributable to noncontrolling interests
|
(64,911
|
)
|
|
(12,145
|
)
|
|
e
|
|
(77,056
|
)
|
|||
Net income attributable to American Renal Associates Holdings, Inc.
|
$
|
6,734
|
|
|
$
|
5,486
|
|
|
|
|
$
|
12,220
|
|
Less: Change in the difference between the redemption value and estimated fair value for accounting purposes of the related noncontrolling interests
|
(13,885
|
)
|
|
224
|
|
|
b
|
|
(13,661
|
)
|
|||
Net loss attributable to common shareholders
|
$
|
(7,151
|
)
|
|
$
|
5,710
|
|
|
|
|
$
|
(1,441
|
)
|
|
|
|
|
|
|
|
|
||||||
Loss per share:
|
|
|
|
|
|
|
|
|
|||||
Basic
|
$
|
(0.26
|
)
|
|
|
|
|
|
$
|
(0.05
|
)
|
||
Diluted
|
$
|
(0.26
|
)
|
|
|
|
|
|
$
|
(0.05
|
)
|
||
Weighted-average number of common shares outstanding
|
|
|
|
|
|
|
|
|
|||||
Basic
|
27,198,297
|
|
|
|
|
|
|
27,198,297
|
|
||||
Diluted
|
27,198,297
|
|
|
|
|
|
|
27,198,297
|
|
||||
Cash dividends declared per share
|
$
|
1.30
|
|
|
|
|
|
|
$
|
1.30
|
|
|
For the Three Months Ended March 31, 2018
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
(Note 3) |
|
As Restated
|
||||||
Net income
|
$
|
13,713
|
|
|
$
|
(6,549
|
)
|
|
a,c,d,f
|
|
$
|
7,164
|
|
Unrealized loss on derivative agreements, net of tax
|
1,651
|
|
|
—
|
|
|
|
|
1,651
|
|
|||
Total comprehensive income
|
15,364
|
|
|
(6,549
|
)
|
|
|
|
8,815
|
|
|||
Less: Comprehensive income attributable to noncontrolling interests
|
(14,623
|
)
|
|
3,657
|
|
|
e
|
|
(10,966
|
)
|
|||
Total comprehensive income attributable to American Renal Associates Holdings, Inc.
|
$
|
741
|
|
|
$
|
(2,892
|
)
|
|
|
|
$
|
(2,151
|
)
|
|
For the Three Months Ended June 30, 2018
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
(Note 3) |
|
As Restated
|
||||||
Net income (loss)
|
$
|
2,277
|
|
|
$
|
(10,660
|
)
|
|
a,c,d,f
|
|
$
|
(8,383
|
)
|
Unrealized gain on derivative agreements, net of tax
|
467
|
|
|
—
|
|
|
|
|
467
|
|
|||
Total comprehensive income (loss)
|
2,744
|
|
|
(10,660
|
)
|
|
|
|
(7,916
|
)
|
|||
Less: Comprehensive income attributable to noncontrolling interests
|
(20,285
|
)
|
|
5,009
|
|
|
e
|
|
(15,276
|
)
|
|||
Total comprehensive loss attributable to American Renal Associates Holdings, Inc.
|
$
|
(17,541
|
)
|
|
$
|
(5,651
|
)
|
|
|
|
$
|
(23,192
|
)
|
|
For the Six Months Ended June 30, 2018
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
(Note 3) |
|
As Restated
|
||||||
Net income
|
$
|
15,990
|
|
|
$
|
(17,209
|
)
|
|
a,c,d,f
|
|
$
|
(1,219
|
)
|
Unrealized gain on derivative agreements, net of tax
|
2,118
|
|
|
—
|
|
|
|
|
2,118
|
|
|||
Total comprehensive income
|
18,108
|
|
|
(17,209
|
)
|
|
|
|
899
|
|
|||
Less: Comprehensive income attributable to noncontrolling interests
|
(34,908
|
)
|
|
8,666
|
|
|
e
|
|
(26,242
|
)
|
|||
Total comprehensive loss attributable to American Renal Associates Holdings, Inc.
|
$
|
(16,800
|
)
|
|
$
|
(8,543
|
)
|
|
|
|
$
|
(25,343
|
)
|
|
For the Three Months Ended September 30, 2018
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
(Note 3) |
|
As Restated
|
||||||
Net income
|
$
|
18,294
|
|
|
$
|
(5,782
|
)
|
|
a,c,d,f
|
|
$
|
12,512
|
|
Unrealized gain on derivative agreements, net of tax
|
427
|
|
|
—
|
|
|
|
|
427
|
|
|||
Total comprehensive income
|
18,721
|
|
|
(5,782
|
)
|
|
|
|
12,939
|
|
|||
Less: Comprehensive income attributable to noncontrolling interests
|
(15,804
|
)
|
|
2,558
|
|
|
e
|
|
(13,246
|
)
|
|||
Total comprehensive income (loss) attributable to American Renal Associates Holdings, Inc.
|
$
|
2,917
|
|
|
$
|
(3,224
|
)
|
|
|
|
$
|
(307
|
)
|
|
For the Nine Months Ended September 30, 2018
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
(Note 3) |
|
As Restated
|
||||||
Net income
|
$
|
34,284
|
|
|
$
|
(22,991
|
)
|
|
a,c,d,f
|
|
$
|
11,293
|
|
Unrealized gain on derivative agreements, net of tax
|
2,545
|
|
|
—
|
|
|
|
|
2,545
|
|
|||
Total comprehensive income
|
36,829
|
|
|
(22,991
|
)
|
|
|
|
13,838
|
|
|||
Less: Comprehensive income attributable to noncontrolling interests
|
(50,712
|
)
|
|
11,224
|
|
|
e
|
|
(39,488
|
)
|
|||
Total comprehensive loss attributable to American Renal Associates Holdings, Inc.
|
$
|
(13,883
|
)
|
|
$
|
(11,767
|
)
|
|
|
|
$
|
(25,650
|
)
|
|
For the Three Months Ended March 31, 2017
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
(Note 3) |
|
As Restated
|
||||||
Net income
|
$
|
12,902
|
|
|
$
|
(1,140
|
)
|
|
a,d
|
|
$
|
11,762
|
|
Unrealized loss on derivative agreements, net of tax
|
(644
|
)
|
|
—
|
|
|
|
|
(644
|
)
|
|||
Total comprehensive income
|
12,258
|
|
|
(1,140
|
)
|
|
|
|
11,118
|
|
|||
Less: Comprehensive income attributable to noncontrolling interests
|
(14,153
|
)
|
|
269
|
|
|
e
|
|
(13,884
|
)
|
|||
Total comprehensive loss attributable to American Renal Associates Holdings, Inc.
|
$
|
(1,895
|
)
|
|
$
|
(871
|
)
|
|
|
|
$
|
(2,766
|
)
|
|
For the Three Months Ended June 30, 2017
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
(Note 3) |
|
As Restated
|
||||||
Net income
|
$
|
16,391
|
|
|
$
|
(6,632
|
)
|
|
a,c,d
|
|
$
|
9,759
|
|
Unrealized gain on derivative agreements, net of tax
|
(676
|
)
|
|
—
|
|
|
|
|
(676
|
)
|
|||
Total comprehensive income
|
15,715
|
|
|
(6,632
|
)
|
|
|
|
9,083
|
|
|||
Less: Comprehensive income attributable to noncontrolling interests
|
(18,497
|
)
|
|
3,665
|
|
|
e
|
|
(14,832
|
)
|
|||
Total comprehensive loss attributable to American Renal Associates Holdings, Inc.
|
$
|
(2,782
|
)
|
|
$
|
(2,967
|
)
|
|
|
|
$
|
(5,749
|
)
|
|
For the Six Months Ended June 30, 2017
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
(Note 3) |
|
As Restated
|
||||||
Net income
|
$
|
29,293
|
|
|
$
|
(7,772
|
)
|
|
a,c,d
|
|
$
|
21,521
|
|
Unrealized gain on derivative agreements, net of tax
|
(1,320
|
)
|
|
—
|
|
|
|
|
(1,320
|
)
|
|||
Total comprehensive income
|
27,973
|
|
|
(7,772
|
)
|
|
|
|
20,201
|
|
|||
Less: Comprehensive income attributable to noncontrolling interests
|
(32,650
|
)
|
|
3,934
|
|
|
e
|
|
(28,716
|
)
|
|||
Total comprehensive loss attributable to American Renal Associates Holdings, Inc.
|
$
|
(4,677
|
)
|
|
$
|
(3,838
|
)
|
|
|
|
$
|
(8,515
|
)
|
|
For the Three Months Ended September 30, 2017
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
(Note 3) |
|
As Restated
|
||||||
Net income
|
$
|
26,672
|
|
|
$
|
(881
|
)
|
|
a,c,d,f
|
|
$
|
25,791
|
|
Unrealized gain on derivative agreements, net of tax
|
(27
|
)
|
|
—
|
|
|
|
|
(27
|
)
|
|||
Total comprehensive income
|
26,645
|
|
|
(881
|
)
|
|
|
|
25,764
|
|
|||
Less: Comprehensive income attributable to noncontrolling interests
|
(18,689
|
)
|
|
394
|
|
|
e
|
|
(18,295
|
)
|
|||
Total comprehensive income attributable to American Renal Associates Holdings, Inc.
|
$
|
7,956
|
|
|
$
|
(487
|
)
|
|
|
|
$
|
7,469
|
|
|
For the Nine Months Ended September 30, 2017
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
(Note 3) |
|
As Restated
|
||||||
Net income
|
$
|
55,965
|
|
|
$
|
(8,653
|
)
|
|
a,c,d
|
|
$
|
47,312
|
|
Unrealized gain on derivative agreements, net of tax
|
(1,347
|
)
|
|
—
|
|
|
|
|
(1,347
|
)
|
|||
Total comprehensive income
|
54,618
|
|
|
(8,653
|
)
|
|
|
|
45,965
|
|
|||
Less: Comprehensive income attributable to noncontrolling interests
|
(51,339
|
)
|
|
4,328
|
|
|
e
|
|
(47,011
|
)
|
|||
Total comprehensive income (loss) attributable to American Renal Associates Holdings, Inc.
|
$
|
3,279
|
|
|
$
|
(4,325
|
)
|
|
|
|
$
|
(1,046
|
)
|
|
For the Three Months Ended March 31, 2016
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
(Note 3) |
|
As Restated
|
||||||
Net income
|
$
|
22,557
|
|
|
$
|
9,433
|
|
|
a,c,d
|
|
$
|
31,990
|
|
Unrealized loss on derivative agreements, net of tax
|
100
|
|
|
—
|
|
|
|
|
100
|
|
|||
Total comprehensive income
|
22,657
|
|
|
9,433
|
|
|
|
|
32,090
|
|
|||
Less: Comprehensive income attributable to noncontrolling interests
|
(18,801
|
)
|
|
(6,668
|
)
|
|
e
|
|
(25,469
|
)
|
|||
Total comprehensive income attributable to American Renal Associates Holdings, Inc.
|
$
|
3,856
|
|
|
$
|
2,765
|
|
|
|
|
$
|
6,621
|
|
|
For the Three Months Ended June 30, 2016
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
(Note 3) |
|
As Restated
|
||||||
Net income
|
$
|
13,042
|
|
|
$
|
8,127
|
|
|
a,c,f
|
|
$
|
21,169
|
|
Unrealized gain on derivative agreements, net of tax
|
100
|
|
|
—
|
|
|
|
|
100
|
|
|||
Total comprehensive income
|
13,142
|
|
|
8,127
|
|
|
|
|
21,269
|
|
|||
Less: Comprehensive income attributable to noncontrolling interests
|
(22,488
|
)
|
|
(5,754
|
)
|
|
e
|
|
(28,242
|
)
|
|||
Total comprehensive loss attributable to American Renal Associates Holdings, Inc.
|
$
|
(9,346
|
)
|
|
$
|
2,373
|
|
|
|
|
$
|
(6,973
|
)
|
|
For the Six Months Ended June 30, 2016
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
(Note 3) |
|
As Restated
|
||||||
Net income
|
$
|
35,599
|
|
|
$
|
17,560
|
|
|
a,c,d
|
|
$
|
53,159
|
|
Unrealized gain on derivative agreements, net of tax
|
200
|
|
|
—
|
|
|
|
|
200
|
|
|||
Total comprehensive income
|
35,799
|
|
|
17,560
|
|
|
|
|
53,359
|
|
|||
Less: Comprehensive income attributable to noncontrolling interests
|
(41,289
|
)
|
|
(12,422
|
)
|
|
e
|
|
(53,711
|
)
|
|||
Total comprehensive loss attributable to American Renal Associates Holdings, Inc.
|
$
|
(5,490
|
)
|
|
$
|
5,138
|
|
|
|
|
$
|
(352
|
)
|
|
For the Three Months Ended September 30, 2016
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
(Note 3) |
|
As Restated
|
||||||
Net income
|
$
|
36,046
|
|
|
$
|
71
|
|
|
a,c,d
|
|
$
|
36,117
|
|
Unrealized gain on derivative agreements, net of tax
|
100
|
|
|
—
|
|
|
|
|
100
|
|
|||
Total comprehensive income
|
36,146
|
|
|
71
|
|
|
|
|
36,217
|
|
|||
Less: Comprehensive income attributable to noncontrolling interests
|
(23,622
|
)
|
|
277
|
|
|
e
|
|
(23,345
|
)
|
|||
Total comprehensive income attributable to American Renal Associates Holdings, Inc.
|
$
|
12,524
|
|
|
$
|
348
|
|
|
|
|
$
|
12,872
|
|
|
For the Nine Months Ended September 30, 2016
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
(Note 3) |
|
As Restated
|
||||||
Net income
|
$
|
71,645
|
|
|
$
|
17,631
|
|
|
a,c,d
|
|
$
|
89,276
|
|
Unrealized gain on derivative agreements, net of tax
|
300
|
|
|
—
|
|
|
|
|
300
|
|
|||
Total comprehensive income
|
71,945
|
|
|
17,631
|
|
|
|
|
89,576
|
|
|||
Less: Comprehensive income attributable to noncontrolling interests
|
(64,911
|
)
|
|
(12,145
|
)
|
|
e
|
|
(77,056
|
)
|
|||
Total comprehensive income attributable to American Renal Associates Holdings, Inc.
|
$
|
7,034
|
|
|
$
|
5,486
|
|
|
|
|
$
|
12,520
|
|
|
For the Three Months Ended March 31, 2018
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
(Note 3) |
|
As Restated
|
||||||
Operating activities
|
|
|
|
|
|
|
|
|
|||||
Net income
|
$
|
13,713
|
|
|
$
|
(6,549
|
)
|
|
a,c,d,f
|
|
$
|
7,164
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization
|
9,623
|
|
|
—
|
|
|
|
|
9,623
|
|
|||
Amortization of discounts, fees and deferred financing costs
|
497
|
|
|
—
|
|
|
|
|
497
|
|
|||
Stock-based compensation
|
1,264
|
|
|
—
|
|
|
|
|
1,264
|
|
|||
Deferred taxes
|
—
|
|
|
(569
|
)
|
|
d
|
|
(569
|
)
|
|||
Change in fair value of income tax receivable agreement
|
1,021
|
|
|
—
|
|
|
|
|
1,021
|
|
|||
Non-cash charge related to derivative agreements
|
1
|
|
|
—
|
|
|
|
|
1
|
|
|||
Non-cash rent charges
|
167
|
|
|
—
|
|
|
|
|
167
|
|
|||
Loss on disposal of assets
|
250
|
|
|
(262
|
)
|
|
c
|
|
(12
|
)
|
|||
Change in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
|
||||||
Accounts receivable
|
(6,061
|
)
|
|
8,374
|
|
|
a
|
|
2,313
|
|
|||
Inventories
|
(2,977
|
)
|
|
1,513
|
|
|
f
|
|
(1,464
|
)
|
|||
Prepaid expenses and other current assets
|
(457
|
)
|
|
291
|
|
|
d,f
|
|
(166
|
)
|
|||
Other assets
|
(4,311
|
)
|
|
(2
|
)
|
|
f
|
|
(4,313
|
)
|
|||
Accounts payable
|
7,464
|
|
|
—
|
|
|
|
|
7,464
|
|
|||
Accrued compensation and benefits
|
(1,825
|
)
|
|
—
|
|
|
|
|
(1,825
|
)
|
|||
Accrued expenses and other liabilities
|
2,640
|
|
|
(2,796
|
)
|
|
d
|
|
(156
|
)
|
|||
Cash provided by operating activities
|
21,009
|
|
|
—
|
|
|
|
|
21,009
|
|
|||
Investing activities
|
|
|
|
|
|
|
|
|
|||||
Purchases of property, equipment and intangible assets
|
(9,851
|
)
|
|
—
|
|
|
|
|
(9,851
|
)
|
|||
Proceeds from asset sales
|
2,500
|
|
|
—
|
|
|
|
|
2,500
|
|
|||
Cash used in investing activities
|
(7,351
|
)
|
|
—
|
|
|
|
|
(7,351
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
|
||||||
Proceeds on term loans, net of deferred financing costs
|
10,506
|
|
|
—
|
|
|
|
|
10,506
|
|
|||
Payments on long-term debt
|
(13,060
|
)
|
|
—
|
|
|
|
|
(13,060
|
)
|
|||
Dividends and dividend equivalents paid
|
(257
|
)
|
|
—
|
|
|
|
|
(257
|
)
|
|||
Proceeds from exercise of stock options
|
336
|
|
|
—
|
|
|
|
|
336
|
|
|||
Vested restricted stock awards withheld on net share settlement
|
(367
|
)
|
|
—
|
|
|
|
|
(367
|
)
|
|||
Distribution to noncontrolling interests
|
(16,718
|
)
|
|
—
|
|
|
|
|
(16,718
|
)
|
|||
Contributions from noncontrolling interests
|
1,730
|
|
|
—
|
|
|
|
|
1,730
|
|
|||
Purchases of noncontrolling interests
|
(3,158
|
)
|
|
—
|
|
|
|
|
(3,158
|
)
|
|||
Proceeds from sales of additional noncontrolling interests
|
92
|
|
|
—
|
|
|
|
|
92
|
|
|||
Cash used in financing activities
|
(20,896
|
)
|
|
—
|
|
|
|
|
(20,896
|
)
|
|||
|
|
|
|
|
|
|
|
|
|||||
Decrease in cash
|
(7,238
|
)
|
|
—
|
|
|
|
|
(7,238
|
)
|
|||
Cash at beginning of period
|
71,621
|
|
|
(10
|
)
|
|
f
|
|
71,611
|
|
|||
Cash at end of period
|
$
|
64,383
|
|
|
$
|
(10
|
)
|
|
|
|
$
|
64,373
|
|
|
For the Six Months Ended June 30, 2018
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
(Note 3) |
|
As Restated
|
||||||
Operating activities
|
|
|
|
|
|
|
|
|
|||||
Net income
|
$
|
15,990
|
|
|
$
|
(17,209
|
)
|
|
a,c,d,f
|
|
$
|
(1,219
|
)
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
19,437
|
|
|
—
|
|
|
|
|
19,437
|
|
|||
Amortization of discounts, fees and deferred financing costs
|
989
|
|
|
—
|
|
|
|
|
989
|
|
|||
Stock-based compensation
|
2,927
|
|
|
—
|
|
|
|
|
2,927
|
|
|||
Deferred taxes
|
(5,014
|
)
|
|
(723
|
)
|
|
d
|
|
(5,737
|
)
|
|||
Change in fair value of income tax receivable agreement
|
(715
|
)
|
|
—
|
|
|
|
|
(715
|
)
|
|||
Non-cash charge related to derivative agreements
|
5
|
|
|
—
|
|
|
|
|
5
|
|
|||
Non-cash rent charges
|
161
|
|
|
—
|
|
|
|
|
161
|
|
|||
Loss on disposal of assets
|
279
|
|
|
(297
|
)
|
|
c
|
|
(18
|
)
|
|||
Change in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
|
|
|||||
Accounts receivable
|
(11,846
|
)
|
|
19,599
|
|
|
a
|
|
7,753
|
|
|||
Inventories
|
(1,870
|
)
|
|
—
|
|
|
|
|
(1,870
|
)
|
|||
Prepaid expenses and other current assets
|
7,119
|
|
|
(781
|
)
|
|
d,f
|
|
6,338
|
|
|||
Other assets
|
(8,733
|
)
|
|
—
|
|
|
|
|
(8,733
|
)
|
|||
Accounts payable
|
19,428
|
|
|
—
|
|
|
|
|
19,428
|
|
|||
Accrued compensation and benefits
|
1,896
|
|
|
—
|
|
|
|
|
1,896
|
|
|||
Accrued expenses and other liabilities
|
18,426
|
|
|
(589
|
)
|
|
d
|
|
17,837
|
|
|||
Cash provided by operating activities
|
58,479
|
|
|
—
|
|
|
|
|
58,479
|
|
|||
Investing activities
|
|
|
|
|
|
|
|
|
|
||||
Purchases of property, equipment and intangible assets
|
(18,418
|
)
|
|
—
|
|
|
|
|
(18,418
|
)
|
|||
Proceeds from asset sales
|
2,500
|
|
|
—
|
|
|
|
|
2,500
|
|
|||
Cash used in investing activities
|
(15,918
|
)
|
|
—
|
|
|
|
|
(15,918
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
|
|
|||||
Proceeds on term loans, net of deferred financing costs
|
28,946
|
|
|
—
|
|
|
|
|
28,946
|
|
|||
Payments on long-term debt
|
(33,198
|
)
|
|
—
|
|
|
|
|
(33,198
|
)
|
|||
Dividends and dividend equivalents paid
|
(278
|
)
|
|
—
|
|
|
|
|
(278
|
)
|
|||
Proceeds from exercise of stock options
|
396
|
|
|
—
|
|
|
|
|
396
|
|
|||
Vested restricted stock awards withheld on net share settlement
|
(367
|
)
|
|
—
|
|
|
|
|
(367
|
)
|
|||
Distribution to noncontrolling interests
|
(34,189
|
)
|
|
—
|
|
|
|
|
(34,189
|
)
|
|||
Contributions from noncontrolling interests
|
2,520
|
|
|
—
|
|
|
|
|
2,520
|
|
|||
Purchases of noncontrolling interests
|
(8,601
|
)
|
|
—
|
|
|
|
|
(8,601
|
)
|
|||
Proceeds from sales of additional noncontrolling interests
|
92
|
|
|
—
|
|
|
|
|
92
|
|
|||
Cash used in financing activities
|
(44,679
|
)
|
|
—
|
|
|
|
|
(44,679
|
)
|
|||
|
|
|
|
|
|
|
|
|
|||||
Decrease in cash
|
(2,118
|
)
|
|
—
|
|
|
|
|
(2,118
|
)
|
|||
Cash at beginning of period
|
71,621
|
|
|
(10
|
)
|
|
f
|
|
71,611
|
|
|||
Cash at end of period
|
$
|
69,503
|
|
|
$
|
(10
|
)
|
|
|
|
$
|
69,493
|
|
|
For the Nine Months Ended September 30, 2018
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
(Note 3) |
|
As Restated
|
||||||
Operating activities
|
|
|
|
|
|
|
|
|
|||||
Net income
|
$
|
34,284
|
|
|
$
|
(22,991
|
)
|
|
a,c,d,f
|
|
$
|
11,293
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
29,460
|
|
|
—
|
|
|
|
|
29,460
|
|
|||
Amortization of discounts, fees and deferred financing costs
|
1,384
|
|
|
—
|
|
|
|
|
1,384
|
|
|||
Stock-based compensation
|
4,174
|
|
|
—
|
|
|
|
|
4,174
|
|
|||
Deferred taxes
|
(5,014
|
)
|
|
(870
|
)
|
|
d
|
|
(5,884
|
)
|
|||
Change in fair value of income tax receivable agreement
|
2,765
|
|
|
—
|
|
|
|
|
2,765
|
|
|||
Non-cash charge related to derivative agreements
|
18
|
|
|
—
|
|
|
|
|
18
|
|
|||
Non-cash rent charges
|
400
|
|
|
—
|
|
|
|
|
400
|
|
|||
Loss on disposal of assets
|
342
|
|
|
(261
|
)
|
|
c
|
|
81
|
|
|||
Change in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
|
|
|||||
Accounts receivable
|
(10,934
|
)
|
|
24,899
|
|
|
a
|
|
13,965
|
|
|||
Inventories
|
(1,717
|
)
|
|
1
|
|
|
f
|
|
(1,716
|
)
|
|||
Prepaid expenses and other current assets
|
6,809
|
|
|
452
|
|
|
d,f
|
|
7,261
|
|
|||
Other assets
|
(7,291
|
)
|
|
—
|
|
|
|
|
(7,291
|
)
|
|||
Accounts payable
|
20,602
|
|
|
—
|
|
|
|
|
20,602
|
|
|||
Accrued compensation and benefits
|
5,673
|
|
|
—
|
|
|
|
|
5,673
|
|
|||
Accrued expenses and other liabilities
|
2,916
|
|
|
(1,230
|
)
|
|
d
|
|
1,686
|
|
|||
Cash provided by operating activities
|
83,871
|
|
|
—
|
|
|
|
|
83,871
|
|
|||
Investing activities
|
|
|
|
|
|
|
|
|
|
||||
Purchases of property, equipment and intangible assets
|
(29,074
|
)
|
|
—
|
|
|
|
|
(29,074
|
)
|
|||
Proceeds from asset sales
|
2,502
|
|
|
—
|
|
|
|
|
2,502
|
|
|||
Cash used in investing activities
|
(26,572
|
)
|
|
—
|
|
|
|
|
(26,572
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
|
|
|||||
Proceeds on term loans, net of deferred financing costs
|
52,576
|
|
|
—
|
|
|
|
|
52,576
|
|
|||
Payments on long-term debt
|
(59,903
|
)
|
|
—
|
|
|
|
|
(59,903
|
)
|
|||
Dividends and dividend equivalents paid
|
(320
|
)
|
|
—
|
|
|
|
|
(320
|
)
|
|||
Proceeds from exercise of stock options
|
1,157
|
|
|
—
|
|
|
|
|
1,157
|
|
|||
Vested restricted stock awards withheld on net share settlement
|
(421
|
)
|
|
—
|
|
|
|
|
(421
|
)
|
|||
Distribution to noncontrolling interests
|
(55,131
|
)
|
|
—
|
|
|
|
|
(55,131
|
)
|
|||
Contributions from noncontrolling interests
|
3,645
|
|
|
—
|
|
|
|
|
3,645
|
|
|||
Purchases of noncontrolling interests
|
(8,729
|
)
|
|
—
|
|
|
|
|
(8,729
|
)
|
|||
Proceeds from sales of additional noncontrolling interests
|
178
|
|
|
—
|
|
|
|
|
178
|
|
|||
Cash used in financing activities
|
(66,948
|
)
|
|
—
|
|
|
|
|
(66,948
|
)
|
|||
|
|
|
|
|
|
|
|
|
|||||
Decrease in cash
|
(9,649
|
)
|
|
—
|
|
|
|
|
(9,649
|
)
|
|||
Cash at beginning of period
|
71,621
|
|
|
(10
|
)
|
|
f
|
|
71,611
|
|
|||
Cash at end of period
|
$
|
61,972
|
|
|
$
|
(10
|
)
|
|
|
|
$
|
61,962
|
|
|
For the Three Months Ended March 31, 2017
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
(Note 3) |
|
As Restated
|
||||||
Operating activities
|
|
|
|
|
|
|
|
|
|||||
Net income
|
$
|
12,902
|
|
|
$
|
(1,140
|
)
|
|
a,d
|
|
$
|
11,762
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
9,074
|
|
|
—
|
|
|
|
|
9,074
|
|
|||
Amortization of discounts, fees and deferred financing costs
|
530
|
|
|
—
|
|
|
|
|
530
|
|
|||
Stock-based compensation
|
10,088
|
|
|
—
|
|
|
|
|
10,088
|
|
|||
Premium paid for interest rate cap agreements
|
(1,186
|
)
|
|
—
|
|
|
|
|
(1,186
|
)
|
|||
Deferred taxes
|
673
|
|
|
—
|
|
|
|
|
673
|
|
|||
Change in fair value of income tax receivable agreement
|
(4,517
|
)
|
|
—
|
|
|
|
|
(4,517
|
)
|
|||
Non-cash charge related to derivative agreements
|
173
|
|
|
—
|
|
|
|
|
173
|
|
|||
Non-cash rent charges
|
289
|
|
|
—
|
|
|
|
|
289
|
|
|||
Loss on disposal of assets
|
57
|
|
|
—
|
|
|
|
|
57
|
|
|||
Change in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
|
|
|||||
Accounts receivable
|
3,632
|
|
|
731
|
|
|
a
|
|
4,363
|
|
|||
Inventories
|
28
|
|
|
—
|
|
|
|
|
28
|
|
|||
Prepaid expenses and other current assets
|
(3,870
|
)
|
|
4,668
|
|
|
d
|
|
798
|
|
|||
Other assets
|
(63
|
)
|
|
—
|
|
|
|
|
(63
|
)
|
|||
Accounts payable
|
(6,522
|
)
|
|
—
|
|
|
|
|
(6,522
|
)
|
|||
Accrued compensation and benefits
|
(3,011
|
)
|
|
—
|
|
|
|
|
(3,011
|
)
|
|||
Accrued expenses and other liabilities
|
(1,755
|
)
|
|
(4,258
|
)
|
|
d
|
|
(6,013
|
)
|
|||
Cash provided by operating activities
|
16,522
|
|
|
1
|
|
|
|
|
16,523
|
|
|||
Investing activities
|
|
|
|
|
|
|
|
|
|
||||
Purchases of property, equipment and intangible assets
|
(6,406
|
)
|
|
—
|
|
|
|
|
(6,406
|
)
|
|||
Cash used in investing activities
|
(6,406
|
)
|
|
—
|
|
|
|
|
(6,406
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
|
|
|||||
Proceeds on term loans, net of deferred financing costs
|
4,881
|
|
|
—
|
|
|
|
|
4,881
|
|
|||
Payments on long-term debt
|
(9,689
|
)
|
|
—
|
|
|
|
|
(9,689
|
)
|
|||
Dividends and dividend equivalents paid
|
(271
|
)
|
|
—
|
|
|
|
|
(271
|
)
|
|||
Proceeds from exercise of stock options
|
30
|
|
|
—
|
|
|
|
|
30
|
|
|||
Distribution to noncontrolling interests
|
(19,044
|
)
|
|
—
|
|
|
|
|
(19,044
|
)
|
|||
Contributions from noncontrolling interests
|
1,710
|
|
|
—
|
|
|
|
|
1,710
|
|
|||
Purchases of noncontrolling interests
|
(4,546
|
)
|
|
—
|
|
|
|
|
(4,546
|
)
|
|||
Cash used in financing activities
|
(26,929
|
)
|
|
—
|
|
|
|
|
(26,929
|
)
|
|||
|
|
|
|
|
|
|
|
|
|||||
Decrease in cash
|
(16,813
|
)
|
|
1
|
|
|
f
|
|
(16,812
|
)
|
|||
Cash at beginning of period
|
100,916
|
|
|
(11
|
)
|
|
f
|
|
100,905
|
|
|||
Cash at end of period
|
$
|
84,103
|
|
|
$
|
(10
|
)
|
|
|
|
$
|
84,093
|
|
|
For the Six Months Ended June 30, 2017
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
(Note 3) |
|
As Restated
|
||||||
Operating activities
|
|
|
|
|
|
|
|
|
|||||
Net income
|
$
|
29,293
|
|
|
$
|
(7,772
|
)
|
|
a,c,d
|
|
$
|
21,521
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
18,456
|
|
|
—
|
|
|
|
|
18,456
|
|
|||
Amortization of discounts, fees and deferred financing costs
|
1,065
|
|
|
—
|
|
|
|
|
1,065
|
|
|||
Loss on early extinguishment of debt
|
526
|
|
|
—
|
|
|
|
|
526
|
|
|||
Stock-based compensation
|
13,731
|
|
|
—
|
|
|
|
|
13,731
|
|
|||
Premium paid for interest rate cap agreements
|
(1,186
|
)
|
|
—
|
|
|
|
|
(1,186
|
)
|
|||
Deferred taxes
|
729
|
|
|
863
|
|
|
d
|
|
1,592
|
|
|||
Change in fair value of income tax receivable agreement
|
(1,876
|
)
|
|
—
|
|
|
|
|
(1,876
|
)
|
|||
Non-cash charge related to derivative agreements
|
173
|
|
|
—
|
|
|
|
|
173
|
|
|||
Non-cash rent charges
|
431
|
|
|
—
|
|
|
|
|
431
|
|
|||
Loss on disposal of assets and sales of businesses
|
190
|
|
|
(250
|
)
|
|
c
|
|
(60
|
)
|
|||
Change in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
|
|
|||||
Accounts receivable
|
3,286
|
|
|
9,265
|
|
|
a
|
|
12,551
|
|
|||
Inventories
|
(284
|
)
|
|
—
|
|
|
|
|
(284
|
)
|
|||
Prepaid expenses and other current assets
|
(9,637
|
)
|
|
5,091
|
|
|
d
|
|
(4,546
|
)
|
|||
Other assets
|
(552
|
)
|
|
—
|
|
|
|
|
(552
|
)
|
|||
Accounts payable
|
(2,943
|
)
|
|
—
|
|
|
|
|
(2,943
|
)
|
|||
Accrued compensation and benefits
|
(449
|
)
|
|
—
|
|
|
|
|
(449
|
)
|
|||
Accrued expenses and other liabilities
|
1,407
|
|
|
(7,747
|
)
|
|
d
|
|
(6,340
|
)
|
|||
Cash provided by operating activities
|
52,360
|
|
|
(550
|
)
|
|
|
|
51,810
|
|
|||
Investing activities
|
|
|
|
|
|
|
|
|
|
||||
Purchases of property, equipment and intangible assets
|
(14,053
|
)
|
|
—
|
|
|
|
|
(14,053
|
)
|
|||
Proceeds from sales of clinics
|
—
|
|
|
550
|
|
|
c
|
|
550
|
|
|||
Cash used in investing activities
|
(14,053
|
)
|
|
550
|
|
|
|
|
(13,503
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
|
|
|||||
Net proceeds from issuance of long-term debt
|
267,564
|
|
|
—
|
|
|
|
|
267,564
|
|
|||
Cash paid for financing costs
|
(3,914
|
)
|
|
—
|
|
|
|
|
(3,914
|
)
|
|||
Proceeds on term loans, net of deferred financing costs
|
11,991
|
|
|
—
|
|
|
|
|
11,991
|
|
|||
Payments on long-term debt
|
(286,525
|
)
|
|
—
|
|
|
|
|
(286,525
|
)
|
|||
Dividends and dividend equivalents paid
|
(8,680
|
)
|
|
—
|
|
|
|
|
(8,680
|
)
|
|||
Proceeds from exercise of stock options
|
536
|
|
|
—
|
|
|
|
|
536
|
|
|||
Distribution to noncontrolling interests
|
(38,542
|
)
|
|
—
|
|
|
|
|
(38,542
|
)
|
|||
Contributions from noncontrolling interests
|
2,887
|
|
|
—
|
|
|
|
|
2,887
|
|
|||
Purchases of noncontrolling interests
|
(9,507
|
)
|
|
—
|
|
|
|
|
(9,507
|
)
|
|||
Cash used in financing activities
|
(64,190
|
)
|
|
—
|
|
|
|
|
(64,190
|
)
|
|||
|
|
|
|
|
|
|
|
|
|||||
Decrease in cash
|
(25,883
|
)
|
|
—
|
|
|
|
|
(25,883
|
)
|
|||
Cash at beginning of period
|
100,916
|
|
|
(11
|
)
|
|
f
|
|
100,905
|
|
|||
Cash at end of period
|
$
|
75,033
|
|
|
$
|
(11
|
)
|
|
|
|
$
|
75,022
|
|
|
For the Nine Months Ended September 30, 2017
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
(Note 3) |
|
As Restated
|
||||||
Operating activities
|
|
|
|
|
|
|
|
|
|||||
Net income
|
$
|
55,965
|
|
|
$
|
(8,653
|
)
|
|
a,c,d
|
|
$
|
47,312
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
27,894
|
|
|
—
|
|
|
|
|
27,894
|
|
|||
Amortization of discounts, fees and deferred financing costs
|
1,534
|
|
|
—
|
|
|
|
|
1,534
|
|
|||
Loss on early extinguishment of debt
|
526
|
|
|
—
|
|
|
|
|
526
|
|
|||
Stock-based compensation
|
14,762
|
|
|
—
|
|
|
|
|
14,762
|
|
|||
Premium paid for interest rate cap agreements
|
(1,186
|
)
|
|
—
|
|
|
|
|
(1,186
|
)
|
|||
Deferred taxes
|
730
|
|
|
881
|
|
|
d
|
|
1,611
|
|
|||
Change in fair value of income tax receivable agreement
|
(5,461
|
)
|
|
—
|
|
|
|
|
(5,461
|
)
|
|||
Non-cash charge related to derivative agreements
|
173
|
|
|
—
|
|
|
|
|
173
|
|
|||
Non-cash rent charges
|
588
|
|
|
—
|
|
|
|
|
588
|
|
|||
Gain on disposal of assets and sales of businesses
|
(377
|
)
|
|
62
|
|
|
c
|
|
(315
|
)
|
|||
Change in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
|
|
|||||
Accounts receivable
|
(107
|
)
|
|
9,058
|
|
|
a
|
|
8,951
|
|
|||
Inventories
|
4
|
|
|
—
|
|
|
|
|
4
|
|
|||
Prepaid expenses and other current assets
|
(1,425
|
)
|
|
2,909
|
|
|
d
|
|
1,484
|
|
|||
Other assets
|
(558
|
)
|
|
—
|
|
|
|
|
(558
|
)
|
|||
Accounts payable
|
2,736
|
|
|
—
|
|
|
|
|
2,736
|
|
|||
Accrued compensation and benefits
|
2,664
|
|
|
—
|
|
|
|
|
2,664
|
|
|||
Accrued expenses and other liabilities
|
(1,090
|
)
|
|
(4,256
|
)
|
|
c,d
|
|
(5,346
|
)
|
|||
Cash provided by operating activities
|
97,372
|
|
|
1
|
|
|
|
|
97,373
|
|
|||
Investing activities
|
|
|
|
|
|
|
|
|
|
||||
Purchases of property, equipment and intangible assets
|
(24,780
|
)
|
|
—
|
|
|
|
|
(24,780
|
)
|
|||
Proceeds from asset sales
|
1,075
|
|
|
—
|
|
|
|
|
1,075
|
|
|||
Cash used in investing activities
|
(23,705
|
)
|
|
—
|
|
|
|
|
(23,705
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
|
|
|||||
Net proceeds from issuance of long-term debt
|
267,564
|
|
|
—
|
|
|
|
|
267,564
|
|
|||
Cash paid for financing costs
|
(3,914
|
)
|
|
—
|
|
|
|
|
(3,914
|
)
|
|||
Proceeds on term loans, net of deferred financing costs
|
34,742
|
|
|
—
|
|
|
|
|
34,742
|
|
|||
Payments on long-term debt
|
(312,800
|
)
|
|
—
|
|
|
|
|
(312,800
|
)
|
|||
Dividends and dividend equivalents paid
|
(8,715
|
)
|
|
—
|
|
|
|
|
(8,715
|
)
|
|||
Proceeds from exercise of stock options
|
683
|
|
|
—
|
|
|
|
|
683
|
|
|||
Distribution to noncontrolling interests
|
(60,509
|
)
|
|
—
|
|
|
|
|
(60,509
|
)
|
|||
Contributions from noncontrolling interests
|
3,847
|
|
|
—
|
|
|
|
|
3,847
|
|
|||
Purchases of noncontrolling interests
|
(27,854
|
)
|
|
—
|
|
|
|
|
(27,854
|
)
|
|||
Proceeds from sales of additional noncontrolling interests
|
66
|
|
|
—
|
|
|
|
|
66
|
|
|||
Cash used in financing activities
|
(106,890
|
)
|
|
—
|
|
|
|
|
(106,890
|
)
|
|||
|
|
|
|
|
|
|
|
|
|||||
Decrease in cash
|
(33,223
|
)
|
|
1
|
|
|
f
|
|
(33,222
|
)
|
|||
Cash at beginning of period
|
100,916
|
|
|
(11
|
)
|
|
f
|
|
100,905
|
|
|||
Cash at end of period
|
$
|
67,693
|
|
|
$
|
(10
|
)
|
|
|
|
$
|
67,683
|
|
|
For the Three Months Ended March 31, 2016
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
(Note 3) |
|
As Restated
|
||||||
Operating activities
|
|
|
|
|
|
|
|
|
|||||
Net income
|
$
|
22,557
|
|
|
$
|
9,433
|
|
|
a,c,d
|
|
$
|
31,990
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
7,677
|
|
|
—
|
|
|
|
|
7,677
|
|
|||
Amortization of discounts, fees and deferred financing costs
|
797
|
|
|
—
|
|
|
|
|
797
|
|
|||
Stock-based compensation
|
386
|
|
|
—
|
|
|
|
|
386
|
|
|||
Deferred taxes
|
67
|
|
|
(67
|
)
|
|
d
|
|
—
|
|
|||
Non-cash charge related to derivative agreements
|
623
|
|
|
—
|
|
|
|
|
623
|
|
|||
Non-cash rent charges
|
512
|
|
|
—
|
|
|
|
|
512
|
|
|||
Change in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
|
|
|||||
Accounts receivable
|
1,088
|
|
|
(11,420
|
)
|
|
a
|
|
(10,332
|
)
|
|||
Inventories
|
(1,224
|
)
|
|
—
|
|
|
|
|
(1,224
|
)
|
|||
Prepaid expenses and other current assets
|
(152
|
)
|
|
87
|
|
|
c,d
|
|
(65
|
)
|
|||
Other assets
|
(18
|
)
|
|
—
|
|
|
|
|
(18
|
)
|
|||
Accounts payable
|
1,286
|
|
|
—
|
|
|
|
|
1,286
|
|
|||
Accrued compensation and benefits
|
(1,008
|
)
|
|
—
|
|
|
|
|
(1,008
|
)
|
|||
Accrued expenses and other liabilities
|
3,985
|
|
|
1,969
|
|
|
d
|
|
5,954
|
|
|||
Cash provided by operating activities
|
36,576
|
|
|
2
|
|
|
|
|
36,578
|
|
|||
Investing activities
|
|
|
|
|
|
|
|
|
|
||||
Purchases of property, equipment and intangible assets
|
(16,396
|
)
|
|
—
|
|
|
|
|
(16,396
|
)
|
|||
Cash used in investing activities
|
(16,396
|
)
|
|
—
|
|
|
|
|
(16,396
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
|
|
|||||
Proceeds on term loans, net of deferred financing costs
|
12,282
|
|
|
—
|
|
|
|
|
12,282
|
|
|||
Payments on long-term debt
|
(7,462
|
)
|
|
—
|
|
|
|
|
(7,462
|
)
|
|||
Payments of deferred offering costs
|
(467
|
)
|
|
—
|
|
|
|
|
(467
|
)
|
|||
Distribution to noncontrolling interests
|
(21,440
|
)
|
|
—
|
|
|
|
|
(21,440
|
)
|
|||
Contributions from noncontrolling interests
|
1,884
|
|
|
—
|
|
|
|
|
1,884
|
|
|||
Cash used in financing activities
|
(15,203
|
)
|
|
—
|
|
|
|
|
(15,203
|
)
|
|||
|
|
|
|
|
|
|
|
|
|||||
Increase in cash
|
4,977
|
|
|
2
|
|
|
f
|
|
4,979
|
|
|||
Cash at beginning of period
|
90,988
|
|
|
(6
|
)
|
|
f
|
|
90,982
|
|
|||
Cash at end of period
|
$
|
95,965
|
|
|
$
|
(4
|
)
|
|
|
|
$
|
95,961
|
|
|
For the Six Months Ended June 30, 2016
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
(Note 3) |
|
As Restated
|
||||||
Operating activities
|
|
|
|
|
|
|
|
|
|||||
Net income
|
$
|
35,599
|
|
|
$
|
17,560
|
|
|
a,c,d
|
|
$
|
53,159
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
15,929
|
|
|
—
|
|
|
|
|
15,929
|
|
|||
Amortization of discounts, fees and deferred financing costs
|
1,807
|
|
|
—
|
|
|
|
|
1,807
|
|
|||
Loss on early extinguishment of debt
|
4,708
|
|
|
—
|
|
|
|
|
4,708
|
|
|||
Stock-based compensation
|
10,565
|
|
|
—
|
|
|
|
|
10,565
|
|
|||
Deferred taxes
|
(7,769
|
)
|
|
7,860
|
|
|
d
|
|
91
|
|
|||
Change in fair value of income tax receivable agreement
|
7,835
|
|
|
—
|
|
|
|
|
7,835
|
|
|||
Non-cash charge related to derivative agreements
|
850
|
|
|
—
|
|
|
|
|
850
|
|
|||
Non-cash rent charges
|
920
|
|
|
—
|
|
|
|
|
920
|
|
|||
Change in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
|
|
|||||
Accounts receivable
|
15
|
|
|
(22,010
|
)
|
|
a
|
|
(21,995
|
)
|
|||
Inventories
|
(499
|
)
|
|
—
|
|
|
|
|
(499
|
)
|
|||
Prepaid expenses and other current assets
|
1,305
|
|
|
(2,542
|
)
|
|
d
|
|
(1,237
|
)
|
|||
Other assets
|
692
|
|
|
—
|
|
|
|
|
692
|
|
|||
Accounts payable
|
944
|
|
|
—
|
|
|
|
|
944
|
|
|||
Accrued compensation and benefits
|
2,965
|
|
|
—
|
|
|
|
|
2,965
|
|
|||
Accrued expenses and other liabilities
|
13,363
|
|
|
(868
|
)
|
|
c,d
|
|
12,495
|
|
|||
Cash provided by operating activities
|
89,229
|
|
|
—
|
|
|
|
|
89,229
|
|
|||
Investing activities
|
|
|
|
|
|
|
|
|
|
||||
Purchases of property, equipment and intangible assets
|
(34,221
|
)
|
|
—
|
|
|
|
|
(34,221
|
)
|
|||
Cash paid for acquisitions
|
(800
|
)
|
|
—
|
|
|
|
|
(800
|
)
|
|||
Cash used in investing activities
|
(35,021
|
)
|
|
—
|
|
|
|
|
(35,021
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
|
|
|||||
Proceeds from issuance of common stock sold in initial public offering, net of underwriting discounts and offering expense
|
175,378
|
|
|
—
|
|
|
|
|
175,378
|
|
|||
Proceeds from issuance of long-term debt
|
60,000
|
|
|
—
|
|
|
|
|
60,000
|
|
|||
Cash paid for debt issuance and other financing costs
|
(1,350
|
)
|
|
—
|
|
|
|
|
(1,350
|
)
|
|||
Proceeds on term loans, net of deferred financing costs
|
39,764
|
|
|
—
|
|
|
|
|
39,764
|
|
|||
Payments on long-term debt
|
(255,806
|
)
|
|
—
|
|
|
|
|
(255,806
|
)
|
|||
Dividends and dividend equivalents paid
|
(30,176
|
)
|
|
—
|
|
|
|
|
(30,176
|
)
|
|||
Common stock repurchases for tax withholdings of net settlement equity awards
|
(71
|
)
|
|
—
|
|
|
|
|
(71
|
)
|
|||
Distribution to noncontrolling interests
|
(43,973
|
)
|
|
—
|
|
|
|
|
(43,973
|
)
|
|||
Contributions from noncontrolling interests
|
4,441
|
|
|
—
|
|
|
|
|
4,441
|
|
|||
Purchases of noncontrolling interests
|
(277
|
)
|
|
—
|
|
|
|
|
(277
|
)
|
|||
Proceeds from sales of additional noncontrolling interests
|
142
|
|
|
—
|
|
|
|
|
142
|
|
|||
Cash used in financing activities
|
(51,928
|
)
|
|
—
|
|
|
|
|
(51,928
|
)
|
|||
|
|
|
|
|
|
|
|
|
|||||
Increase in cash
|
2,280
|
|
|
—
|
|
|
|
|
2,280
|
|
|||
Cash at beginning of period
|
90,988
|
|
|
(6
|
)
|
|
f
|
|
90,982
|
|
|||
Cash at end of period
|
$
|
93,268
|
|
|
$
|
(6
|
)
|
|
|
|
$
|
93,262
|
|
|
For the Nine Months Ended September 30, 2016
|
||||||||||||
|
As Reported
|
|
Restatement Adjustments
|
|
Reference
(Note 3) |
|
As Restated
|
||||||
Operating activities
|
|
|
|
|
|
|
|
|
|||||
Net income
|
$
|
71,645
|
|
|
$
|
17,631
|
|
|
a,c,d
|
|
$
|
89,276
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
24,616
|
|
|
—
|
|
|
|
|
24,616
|
|
|||
Amortization of discounts, fees and deferred financing costs
|
2,432
|
|
|
—
|
|
|
|
|
2,432
|
|
|||
Loss on early extinguishment of debt
|
4,708
|
|
|
—
|
|
|
|
|
4,708
|
|
|||
Stock-based compensation
|
23,238
|
|
|
—
|
|
|
|
|
23,238
|
|
|||
Deferred taxes
|
(8,508
|
)
|
|
8,307
|
|
|
d
|
|
(201
|
)
|
|||
Change in fair value of income tax receivable agreement
|
(4,730
|
)
|
|
—
|
|
|
|
|
(4,730
|
)
|
|||
Non-cash charge related to derivative agreements
|
489
|
|
|
—
|
|
|
|
|
489
|
|
|||
Non-cash rent charges
|
1,764
|
|
|
—
|
|
|
|
|
1,764
|
|
|||
Change in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
|
|
|||||
Accounts receivable
|
(334
|
)
|
|
(21,193
|
)
|
|
a
|
|
(21,527
|
)
|
|||
Inventories
|
(177
|
)
|
|
—
|
|
|
|
|
(177
|
)
|
|||
Prepaid expenses and other current assets
|
(1,171
|
)
|
|
2,007
|
|
|
d
|
|
836
|
|
|||
Other assets
|
44
|
|
|
—
|
|
|
|
|
44
|
|
|||
Accounts payable
|
706
|
|
|
—
|
|
|
|
|
706
|
|
|||
Accrued compensation and benefits
|
6,588
|
|
|
—
|
|
|
|
|
6,588
|
|
|||
Accrued expenses and other liabilities
|
20,593
|
|
|
(6,757
|
)
|
|
c,d
|
|
13,836
|
|
|||
Cash provided by operating activities
|
141,903
|
|
|
(5
|
)
|
|
|
|
141,898
|
|
|||
Investing activities
|
|
|
|
|
|
|
|
|
|
||||
Purchases of property, equipment and intangible assets
|
(46,659
|
)
|
|
—
|
|
|
|
|
(46,659
|
)
|
|||
Cash paid for acquisitions
|
(4,467
|
)
|
|
—
|
|
|
|
|
(4,467
|
)
|
|||
Cash used in investing activities
|
(51,126
|
)
|
|
—
|
|
|
|
|
(51,126
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
|
|
|||||
Proceeds from issuance of common stock sold in initial public offering, net of underwriting discounts and offering expense
|
175,254
|
|
|
—
|
|
|
|
|
175,254
|
|
|||
Proceeds from issuance of long-term debt
|
60,000
|
|
|
—
|
|
|
|
|
60,000
|
|
|||
Cash paid for debt issuance and other financing costs
|
(1,350
|
)
|
|
—
|
|
|
|
|
(1,350
|
)
|
|||
Proceeds on term loans, net of deferred financing costs
|
54,706
|
|
|
—
|
|
|
|
|
54,706
|
|
|||
Payments on long-term debt
|
(266,040
|
)
|
|
—
|
|
|
|
|
(266,040
|
)
|
|||
Dividends and dividend equivalents paid
|
(30,223
|
)
|
|
—
|
|
|
|
|
(30,223
|
)
|
|||
Common stock repurchases for tax withholdings of net settlement equity awards
|
(356
|
)
|
|
—
|
|
|
|
|
(356
|
)
|
|||
Distribution to noncontrolling interests
|
(66,985
|
)
|
|
—
|
|
|
|
|
(66,985
|
)
|
|||
Contributions from noncontrolling interests
|
6,576
|
|
|
—
|
|
|
|
|
6,576
|
|
|||
Purchases of noncontrolling interests
|
(8,397
|
)
|
|
—
|
|
|
|
|
(8,397
|
)
|
|||
Proceeds from sales of additional noncontrolling interests
|
199
|
|
|
—
|
|
|
|
|
199
|
|
|||
Cash used in financing activities
|
(76,616
|
)
|
|
—
|
|
|
|
|
(76,616
|
)
|
|||
|
|
|
|
|
|
|
|
|
|||||
Increase in cash
|
14,161
|
|
|
(5
|
)
|
|
f
|
|
14,156
|
|
|||
Cash at beginning of period
|
90,988
|
|
|
(6
|
)
|
|
f
|
|
90,982
|
|
|||
Cash at end of period
|
$
|
105,149
|
|
|
$
|
(11
|
)
|
|
|
|
$
|
105,138
|
|
(in thousands)
|
|
Balance at Beginning of the Year
|
|
Amounts charged to income
|
|
Amounts written off
|
|
Balance at End of Year
|
||||||||
Allowance for uncollectible accounts:
|
|
|
|
|
|
|
|
|
||||||||
Year ended December 31, 2016, as restated
|
|
$
|
9,563
|
|
|
$
|
17,745
|
|
|
$
|
(17,575
|
)
|
|
$
|
9,733
|
|
Year ended December 31, 2017, as restated
|
|
$
|
9,733
|
|
|
$
|
19,503
|
|
|
$
|
(20,560
|
)
|
|
$
|
8,676
|
|
Year ended December 31, 2018
|
|
$
|
8,676
|
|
|
$
|
—
|
|
|
$
|
(5,406
|
)
|
|
$
|
3,270
|
|
|
|
|
EXHIBIT
NUMBER
|
|
EXHIBIT DESCRIPTION
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
101*
|
|
The following financial information from the Annual Report on Form 10-K for the fiscal year ended December 31, 2018, formatted in XBRL (Extensible Business Reporting Language) and furnished electronically herewith: (i) the Consolidated Balance Sheets as of December 31, 2018, 2017, and 2016; (ii) the Consolidated Statements of Operations for the years ended December 31, 2018, 2017, and 2016; (iii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2018, 2017, and 2016; (iv) the Consolidated Changes in Equity for the years ended December 31, 2018, 2017, and 2016; (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017, and 2016; and (vi) the Notes to the Consolidated Financial Statements
|
|
|
|
|
AMERICAN RENAL ASSOCIATES HOLDINGS INC.
|
|
|
|
(Registrant)
|
|
|
|
|
Dated:
|
September 4, 2019
|
By:
|
/s/ Joseph A. Carlucci
|
|
|
|
Name: Joseph A. Carlucci
|
|
|
|
Title: Chief Executive Officer and Chairman of the Board of Directors
|
Date:
|
September 4, 2019
|
/s/ Joseph A. Carlucci
|
|
|
Name: Joseph A. Carlucci
|
|
|
Title: Chief Executive Officer and Chairman of the Board of Directors
(Principal Executive Officer)
|
Date:
|
September 4, 2019
|
/s/ Syed Kamal
|
|
|
Name: Syed Kamal
|
|
|
Title: President and Director
|
Date:
|
September 4, 2019
|
/s/ Mark Herbers
|
|
|
Name: Mark Herbers
|
|
|
Title: Interim Chief Financial Officer and Interim Chief Accounting Officer (Principal Financial and Accounting Officer)
|
Date:
|
September 4, 2019
|
/s/ Steven M. Silver
|
|
|
Name: Steven M. Silver
|
|
|
Title: Director
|
Date:
|
September 4, 2019
|
/s/ Jared Hendricks
|
|
|
Name: Jared Hendricks
|
|
|
Title: Director
|
Date:
|
September 4, 2019
|
/s/ Michael Boxer
|
|
|
Name: Michael Boxer
|
|
|
Title: Director
|
Date:
|
September 4, 2019
|
/s/ Tom Erickson
|
|
|
Name: Tom Erickson
|
|
|
Title: Director
|
Date:
|
September 4, 2019
|
/s/ John M. Jureller
|
|
|
Name: John M. Jureller
|
|
|
Title: Director
|
Date:
|
September 4, 2019
|
/s/ Patrick Ryan
|
|
|
Name: Patrick Ryan
|
|
|
Title: Director
|
Date:
|
September 4, 2019
|
/s/ Robert Fish
|
|
|
Name: Robert Fish
|
|
|
Title: Director
|
Date:
|
September 4, 2019
|
/s/ Susanne Clark
|
|
|
Name: Susanne Clark
|
|
|
Title: Director
|
•
|
the designation of the series;
|
•
|
the number of shares of the series, which our board of directors may, except where otherwise provided in the preferred stock designation, increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares then outstanding);
|
•
|
whether dividends, if any, will be cumulative or non-cumulative and the dividend rate of the series;
|
•
|
the dates at which dividends, if any, will be payable;
|
•
|
the redemption rights and price or prices, if any, for shares of the series;
|
•
|
the terms and amounts of any sinking fund provided for the purchase or redemption of shares of the series;
|
•
|
the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding-up of our affairs;
|
•
|
whether the shares of the series will be convertible into shares of any other class or series, or any other security, of us or any other corporation, and, if so, the specification of the other class or series or other
|
•
|
restrictions on the issuance of shares of the same series or of any other class or series; and
|
•
|
the voting rights, if any, of the holders of the series
|
•
|
prior to such time, our board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
|
•
|
upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding certain shares; or
|
•
|
at or subsequent to that time, the business combination is approved by our board of directors and by the affirmative vote of holders of at least 662/3% of our outstanding voting stock that is not owned by the interested stockholder.
|
•
|
the provision authorizing the board to amend our bylaws without a stockholder vote and the provision requiring a 662/3% supermajority vote for stockholders to amend our amended and restated bylaws under the circumstances described above;
|
•
|
the provisions providing for a classified board of directors (the election and term of our directors);
|
•
|
the provisions regarding resignation and removal of directors;
|
•
|
the provisions regarding competition and corporate opportunities (however, only a majority vote would be required at such time that Centerbridge no longer has the right to designate any directors pursuant to our amended and restated stockholders agreement and there are no longer any directors designated by Centerbridge serving on our board of directors);
|
•
|
the provisions regarding entering into business combinations with interested stockholders;
|
•
|
the provisions regarding stockholder action by written consent;
|
•
|
the provisions regarding calling special meetings of stockholders;
|
•
|
the provisions regarding filling vacancies on our board of directors and newly created directorships;
|
•
|
the provisions eliminating monetary damages for breaches of fiduciary duty by a director; and
|
•
|
the amendment provision requiring that the above provisions be amended only with a 662/3% supermajority vote.
|
1.
|
Definitions. Capitalized terms used and not otherwise defined in this Amendment have the meanings given such terms in the Agreement.
|
2.
|
Amendments. The following provisions shall apply, and the Agreement shall be deemed amended as of the Effective Date as follows:
|
(a)
|
Section 5.2(b) of the Second Amendment to the Agreement shall be stricken and replaced by the following:
|
(b)
|
Section 5.2 of the Agreement shall be amended by adding a paragraph (d), which shall state the following:
|
(c)
|
Section 5.3 of the Agreement shall be amended by adding the following sentence to the end of the paragraph:
|
3.
|
Amendment Governs in the Case of Conflict. In the event that any terms or provisions of the Agreement conflict or are inconsistent with the terms and provisions of this Amendment, the terms of this Amendment shall govern and control.
|
4.
|
No Further Modification. Except as amended hereby, the Agreement remains unmodified and in full force and effect.
|
|
By:
|
/s/ Mark Herbers
|
|
Name:
|
Mark Herbers
|
|
Title:
|
Interim Chief Financial Officer
|
|
By:
|
/s/ Mark Herbers
|
|
Name:
|
Mark Herbers
|
|
Title:
|
Interim Chief Financial Officer
|
|
|
/s/ Joseph A. Carlucci
|
|
|
|
|
|
|
1.
|
Defined Terms. Capitalized terms used but not defined herein shall have the meanings indicated in the Employment Agreement. In addition, the following terms shall have the meanings indicated:
|
(a)
|
“Repayment Amount” shall mean the amount of $880,223.
|
(b)
|
“Restatement” shall mean the Annual Report on Form 10-K which will include the Company’s financial statements as of and for the year ended December 31, 2018, as well as restated financial statements for the fiscal years ended December 31, 2014, 2015, 2016 and 2017, as contained in its Annual Reports on Form 10-K for the years ended December 31, 2016 and 2017, and its condensed consolidated financial statements for the quarters and year-to-date periods ended March 31, June 30 and September 30, 2016; March 31, June 30 and September 30, 2017; and March 31, June 30 and September 30, 2018 contained in its Quarterly Reports on Form 10-Q.
|
2.
|
The Repayment Date. Executive hereby voluntarily agrees to pay the Repayment Amount in full in a lump sum on or before August 22, 2019.
|
3.
|
Release. Executive, on behalf of himself and his agents, representatives, attorneys, administrators, heirs, executors and assigns, hereby releases and forever discharges the Company Released Parties (as defined in EXHIBIT A to the Employment Agreement - FORM OF RELEASE AND WAIVER OF CLAIMS), from all claims, charges, causes of action, obligations, expenses, damages of any kind (including attorneys’ fees and costs actually incurred) or demands, in law or in equity, whether known or unknown, which may have existed or which may now exist from the beginning of time to the date Executive signs this Agreement, arising from or relating to Executive’s repayment obligations hereunder.
|
4.
|
Applicable Law, Jurisdiction and Venue.
|
(a)
|
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without reference to any conflict of law principles that would require the application of the laws of a different jurisdiction.
|
(b)
|
Any controversy or claim arising out of or relating to this Agreement shall be submitted to mandatory binding arbitration, which shall be conducted in Boston, Massachusetts, in accordance with the employment rules of the American Arbitration Association in effect at the time such arbitration is conducted, and judgment upon the determination or award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
|
5.
|
Miscellaneous.
|
(a)
|
This Agreement and all obligations hereunder are personal to Executive and may not be transferred or assigned by Executive at any time. The Company may assign its rights hereunder to any parent, subsidiary, affiliate or successor.
|
(b)
|
This Agreement constitutes the entire agreement between the Parties regarding Executive’s repayment obligations hereunder and supersedes and cancels any and all previous contracts, arrangements or understandings, whether written or oral, with respect hereto (excluding, for the avoidance of doubt, the Employment Agreement). In the event any terms or provisions of this Agreement conflict or are inconsistent with the terms and provisions of the Employment Agreement, the terms of this Agreement shall govern and control. This Agreement, however, is not intended to replace the Employment Agreement.
|
(c)
|
This Agreement may be amended, modified or superseded only by an agreement in writing executed by the Parties hereto.
|
(d)
|
All notices and other communications required or permitted under this Agreement shall be in writing and hand delivered, sent by registered mail postage prepaid return receipt requested, or sent by nationally recognized express courier service. Such notices and other communications shall be effective upon receipt, to the following addresses, or such other addresses as any Party shall notify the other Parties:
|
(e)
|
Executive acknowledges that no representation, statement, promise, inducement, threat or suggestion has been made by the Company or ARH to influence Executive to enter into this Agreement.
|
(f)
|
Executive acknowledges that he has carefully read and understands this Agreement, has consulted with an attorney with respect to its provisions and is entering into it knowingly and voluntarily.
|
|
By:
|
/s/ Mark Herbers
|
|
Name:
|
Mark Herbers
|
|
Title:
|
Interim Chief Financial Officer
|
|
By:
|
/s/ Mark Herbers
|
|
Name:
|
Mark Herbers
|
|
Title:
|
Interim Chief Financial Officer
|
|
|
/s/ Joseph A. Carlucci
|
|
|
|
|
|
|
1.
|
Definitions. Capitalized terms used and not otherwise defined in this Amendment have the meanings given such terms in the Agreement.
|
2.
|
Amendments. The following provisions shall apply, and the Agreement shall be deemed amended as of the Effective Date as follows:
|
(a)
|
Section 5.2(b) of the First Amendment to the Agreement shall be stricken and replaced by the following:
|
(b)
|
Section 5.2 of the Agreement shall be amended by adding a paragraph (d), which shall state the following:
|
(c)
|
Section 5.3 of the Agreement shall be amended by adding the following sentence to the end of the paragraph:
|
3.
|
Amendment Governs in the Case of Conflict. In the event that any terms or provisions of the Agreement conflict or are inconsistent with the terms and provisions of this Amendment, the terms of this Amendment shall govern and control.
|
4.
|
No Further Modification. Except as amended hereby, the Agreement remains unmodified and in full force and effect.
|
|
By:
|
/s/ Mark Herbers
|
|
Name:
|
Mark Herbers
|
|
Title:
|
Interim Chief Financial Officer
|
|
By:
|
/s/ Mark Herbers
|
|
Name:
|
Mark Herbers
|
|
Title:
|
Interim Chief Financial Officer
|
|
|
/s/ Syed Kamal
|
|
|
|
|
|
|
1.
|
Defined Terms. Capitalized terms used but not defined herein shall have the meanings indicated in the Employment Agreement. In addition, the following terms shall have the meanings indicated:
|
(a)
|
“Repayment Amount” shall mean the amount of $759,164.
|
(b)
|
“Restatement” shall mean the Annual Report on Form 10-K which will include the Company’s financial statements as of and for the year ended December 31, 2018, as well as restated financial statements for the fiscal years ended December 31, 2014, 2015, 2016 and 2017, as contained in its Annual Reports on Form 10-K for the years ended December 31, 2016 and 2017, and its condensed consolidated financial statements for the quarters and year-to-date periods ended March 31, June 30 and September 30, 2016; March 31, June 30 and September 30, 2017; and March 31, June 30 and September 30, 2018 contained in its Quarterly Reports on Form 10-Q.
|
2.
|
The Repayment Date. Executive hereby voluntarily agrees to pay the Repayment Amount in full in a lump sum on or before August 22, 2019.
|
3.
|
Release. Executive, on behalf of himself and his agents, representatives, attorneys, administrators, heirs, executors and assigns, hereby releases and forever discharges the Company Released Parties (as defined in EXHIBIT A to the Employment Agreement -
|
4.
|
Applicable Law, Jurisdiction and Venue.
|
(a)
|
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without reference to any conflict of law principles that would require the application of the laws of a different jurisdiction.
|
(b)
|
Any controversy or claim arising out of or relating to this Agreement shall be submitted to mandatory binding arbitration, which shall be conducted in Boston, Massachusetts, in accordance with the employment rules of the American Arbitration Association in effect at the time such arbitration is conducted, and judgment upon the determination or award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
|
5.
|
Miscellaneous.
|
(a)
|
This Agreement and all obligations hereunder are personal to Executive and may not be transferred or assigned by Executive at any time. The Company may assign its rights hereunder to any parent, subsidiary, affiliate or successor.
|
(b)
|
This Agreement constitutes the entire agreement between the Parties regarding Executive’s repayment obligations hereunder and supersedes and cancels any and all previous contracts, arrangements or understandings, whether written or oral, with respect hereto (excluding, for the avoidance of doubt, the Employment Agreement). In the event any terms or provisions of this Agreement conflict or are inconsistent with the terms and provisions of the Employment Agreement, the terms of this Agreement shall govern and control. This Agreement, however, is not intended to replace the Employment Agreement.
|
(c)
|
This Agreement may be amended, modified or superseded only by an agreement in writing executed by the Parties hereto.
|
(d)
|
All notices and other communications required or permitted under this Agreement shall be in writing and hand delivered, sent by registered mail postage prepaid return receipt requested, or sent by nationally recognized express courier service. Such notices and other communications shall be effective upon receipt, to the following addresses, or such other addresses as any Party shall notify the other Parties:
|
(e)
|
Executive acknowledges that no representation, statement, promise, inducement, threat or suggestion has been made by the Company or ARH to influence Executive to enter into this Agreement.
|
(f)
|
Executive acknowledges that he has carefully read and understands this Agreement, has consulted with an attorney with respect to its provisions and is entering into it knowingly and voluntarily.
|
|
By:
|
/s/ Mark Herbers
|
|
Name:
|
Mark Herbers
|
|
Title:
|
Interim Chief Financial Officer
|
|
By:
|
/s/ Mark Herbers
|
|
Name:
|
Mark Herbers
|
|
Title:
|
Interim Chief Financial Officer
|
|
|
/s/ Syed Kamal
|
|
|
|
|
|
|
|
|
Jurisdiction of Formation
|
Name
|
|
|
ARA-Yuba City Dialysis LLC
|
|
CA
|
Kerman Dialysis Center, LLC
|
|
CA
|
Capitol Dialysis, LLC
|
|
DC
|
Acute Dialysis Services-ARA LLC
|
|
DE
|
AKC Holding LLC
|
|
DE
|
American Renal Associates Holdings, Inc.
|
|
DE
|
American Renal Associates LLC
|
|
DE
|
American Renal Aviation, LLC
|
|
DE
|
American Renal Global Ventures, LLC
|
|
DE
|
American Renal Holdings Intermediate Company, LLC
|
|
DE
|
American Renal Holdings, Inc.
|
|
DE
|
American Renal Integrated Services of Colorado, LLC
|
|
DE
|
American Renal Integrated Services of New England, LLC
|
|
DE
|
American Renal Management LLC
|
|
DE
|
American Renal Patient Care Foundation, Inc.
|
|
DE
|
American Renal Practice Management, LLC
|
|
DE
|
American Universal, LLC
|
|
DE
|
American Universal-Hockessin, LLC
|
|
DE
|
Ameri-Tech Kidney Center- Arlington, LLC
|
|
DE
|
Ameri-Tech Kidney Center- Bedford, LLC
|
|
DE
|
ARA - Ludlow Dialysis, LLC
|
|
DE
|
ARA Dialysis Unit at Ohio Valley Hospital, LLC
|
|
DE
|
ARA-Boca Raton Dialysis LLC
|
|
DE
|
ARA-Boca Raton Holding LLC
|
|
DE
|
ARA-Chillicothe Dialysis, LLC
|
|
DE
|
ARA-Crystal Lake Dialysis LLC
|
|
DE
|
ARA-East Providence Dialysis LLC
|
|
DE
|
ARA-Jackson Dialysis LLC
|
|
DE
|
ARA-Johnston Dialysis LLC
|
|
DE
|
ARA-Milwaukee Dialysis LLC
|
|
DE
|
ARA-N.W. Chicago LLC
|
|
DE
|
ARA-Naples Dialysis Center LLC
|
|
DE
|
ARA-Naples South Dialysis Center LLC
|
|
DE
|
ARA-New Castle Dialysis LLC
|
|
DE
|
ARA-Ohio Holdings LLC
|
|
DE
|
ARA-Pawtucket Dialysis LLC
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ARA-Piketon Dialysis LLC
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ARA-Providence Dialysis LLC
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ARA-Rhode Island Dialysis II LLC
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ARA-South Barrington Dialysis LLC
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ARA-South Central Ohio, LLC
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ARA-Tiverton Dialysis LLC
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1.
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I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2018 of American Renal Associates Holdings, Inc. (the “registrant”);
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Joseph A. Carlucci
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Joseph A. Carlucci
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Chief Executive Officer
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1.
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I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2018 of American Renal Associates Holdings, Inc. (the “registrant”);
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Mark Herbers
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Mark Herbers
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Interim Chief Financial Officer
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Joseph A. Carlucci
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Joseph A. Carlucci
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Chief Executive Officer
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Mark Herbers
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Mark Herbers
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Interim Chief Financial Officer
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