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Share Name | Share Symbol | Market | Type |
---|---|---|---|
American Renal Associates Holdings Inc | NYSE:ARA | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 11.52 | 0 | 01:00:00 |
|
|
|
|
Delaware
|
27-2170749
|
||
(State or other jurisdiction of
incorporation or organization)
|
(IRS Employer
Identification Number)
|
||
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|
|
|
500 Cummings Center
|
Beverly,
|
Massachusetts
|
01915
|
(Address of principal executive offices)
|
(Zip code)
|
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, $0.01 par value
|
ARA
|
New York Stock Exchange
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☒
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☒
|
|
|
Emerging growth company
|
☒
|
|
|
PAGE
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||
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||
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|
|
ITEM 1.
|
FINANCIAL STATEMENTS
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
|
(Unaudited)
|
|
|
||||
Assets
|
|
|
|
||||
Cash
|
$
|
60,190
|
|
|
$
|
55,200
|
|
Accounts receivable, less allowance for doubtful accounts of $1,458 and $3,270, respectively
|
103,358
|
|
|
99,526
|
|
||
Inventories
|
7,997
|
|
|
11,433
|
|
||
Prepaid expenses and other current assets
|
27,026
|
|
|
28,127
|
|
||
Income tax receivable
|
572
|
|
|
—
|
|
||
Current assets held for sale
|
13,292
|
|
|
577
|
|
||
Total current assets
|
212,435
|
|
|
194,863
|
|
||
Property and equipment, net of accumulated depreciation of $215,549 and $199,703, respectively
|
156,210
|
|
|
180,268
|
|
||
Operating lease right-of-use assets (Note 10)
|
139,456
|
|
|
—
|
|
||
Intangible assets, net of accumulated amortization of $24,872 and $24,206, respectively
|
24,695
|
|
|
24,628
|
|
||
Other long-term assets
|
9,067
|
|
|
14,745
|
|
||
Goodwill
|
576,082
|
|
|
571,339
|
|
||
Total assets
|
$
|
1,117,945
|
|
|
$
|
985,843
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
||||
Accounts payable
|
$
|
58,054
|
|
|
$
|
59,082
|
|
Accrued compensation and benefits
|
37,642
|
|
|
34,587
|
|
||
Accrued expenses and other current liabilities
|
51,914
|
|
|
61,116
|
|
||
Current portion of long-term debt
|
41,430
|
|
|
42,855
|
|
||
Current portion of operating lease liabilities (Note 10)
|
22,222
|
|
|
—
|
|
||
Total current liabilities
|
211,262
|
|
|
197,640
|
|
||
Long-term debt, less current portion
|
551,999
|
|
|
517,511
|
|
||
Long-term operating lease liabilities, less current portion (Note 10)
|
129,460
|
|
|
—
|
|
||
Income tax receivable agreement payable
|
1,719
|
|
|
3,700
|
|
||
Other long-term liabilities
|
6,036
|
|
|
24,813
|
|
||
Deferred tax liabilities
|
8,374
|
|
|
3,169
|
|
||
Total liabilities
|
908,850
|
|
|
746,833
|
|
||
Commitments and contingencies (Note 15 and Note 16)
|
|
|
|
||||
Noncontrolling interests subject to put provisions
|
124,418
|
|
|
129,099
|
|
||
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; 32,559,776 and 32,603,846 issued and outstanding at September 30, 2019 and December 31, 2018, respectively
|
197
|
|
|
196
|
|
||
Additional paid-in capital
|
104,671
|
|
|
105,715
|
|
||
Receivable from noncontrolling interests
|
(498
|
)
|
|
(506
|
)
|
||
Accumulated deficit
|
(178,331
|
)
|
|
(164,451
|
)
|
||
Accumulated other comprehensive (loss) income, net of tax
|
(1,801
|
)
|
|
76
|
|
||
Total American Renal Associates Holdings, Inc. deficit
|
(75,762
|
)
|
|
(58,970
|
)
|
||
Noncontrolling interests not subject to put provisions
|
160,439
|
|
|
168,881
|
|
||
Total equity
|
84,677
|
|
|
109,911
|
|
||
Total liabilities and equity
|
$
|
1,117,945
|
|
|
$
|
985,843
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Patient service operating revenues
|
$
|
211,429
|
|
|
$
|
205,719
|
|
|
$
|
616,443
|
|
|
$
|
597,970
|
|
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Patient care costs
|
154,588
|
|
|
145,939
|
|
|
455,785
|
|
|
421,484
|
|
||||
General and administrative
|
18,783
|
|
|
24,619
|
|
|
68,309
|
|
|
76,120
|
|
||||
Transaction-related costs (Note 1)
|
—
|
|
|
—
|
|
|
—
|
|
|
856
|
|
||||
Depreciation and amortization
|
10,220
|
|
|
10,023
|
|
|
30,585
|
|
|
29,460
|
|
||||
Certain legal and other matters (Note 16)
|
9,634
|
|
|
1,028
|
|
|
23,306
|
|
|
37,677
|
|
||||
Total operating expenses
|
193,225
|
|
|
181,609
|
|
|
577,985
|
|
|
565,597
|
|
||||
Operating income
|
18,204
|
|
|
24,110
|
|
|
38,458
|
|
|
32,373
|
|
||||
Interest expense, net
|
(12,242
|
)
|
|
(8,242
|
)
|
|
(32,533
|
)
|
|
(23,835
|
)
|
||||
Change in fair value of income tax receivable agreement
|
(30
|
)
|
|
(3,480
|
)
|
|
1,348
|
|
|
(2,765
|
)
|
||||
Income before income taxes
|
5,932
|
|
|
12,388
|
|
|
7,273
|
|
|
5,773
|
|
||||
Income tax benefit
|
(11,095
|
)
|
|
(124
|
)
|
|
(9,749
|
)
|
|
(5,520
|
)
|
||||
Net income
|
17,027
|
|
|
12,512
|
|
|
17,022
|
|
|
11,293
|
|
||||
Less: Net income attributable to noncontrolling interests
|
(12,250
|
)
|
|
(13,246
|
)
|
|
(30,902
|
)
|
|
(39,488
|
)
|
||||
Net income (loss) attributable to American Renal Associates Holdings, Inc.
|
4,777
|
|
|
(734
|
)
|
|
(13,880
|
)
|
|
(28,195
|
)
|
||||
Less: Change in the difference between the redemption value and estimated fair value for accounting purposes of the related noncontrolling interests
|
(1,161
|
)
|
|
(580
|
)
|
|
(877
|
)
|
|
(1,331
|
)
|
||||
Net income (loss) attributable to common shareholders
|
$
|
3,616
|
|
|
$
|
(1,314
|
)
|
|
$
|
(14,757
|
)
|
|
$
|
(29,526
|
)
|
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per share (Note 13):
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.11
|
|
|
$
|
(0.04
|
)
|
|
$
|
(0.46
|
)
|
|
$
|
(0.93
|
)
|
Diluted
|
$
|
0.11
|
|
|
$
|
(0.04
|
)
|
|
$
|
(0.46
|
)
|
|
$
|
(0.93
|
)
|
Weighted-average number of common shares outstanding
|
|
|
|
|
|
|
|
||||||||
Basic
|
32,281,818
|
|
|
32,005,544
|
|
|
32,248,791
|
|
|
31,912,934
|
|
||||
Diluted
|
33,618,723
|
|
|
32,005,544
|
|
|
32,248,791
|
|
|
31,912,934
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income
|
$
|
17,027
|
|
|
$
|
12,512
|
|
|
$
|
17,022
|
|
|
$
|
11,293
|
|
Unrealized (loss) gain on derivative agreements, net of tax
|
(68
|
)
|
|
427
|
|
|
(1,877
|
)
|
|
2,545
|
|
||||
Total comprehensive income
|
16,959
|
|
|
12,939
|
|
|
15,145
|
|
|
13,838
|
|
||||
Less: Comprehensive income attributable to noncontrolling interests
|
(12,250
|
)
|
|
(13,246
|
)
|
|
(30,902
|
)
|
|
(39,488
|
)
|
||||
Total comprehensive income (loss) attributable to American Renal Associates Holdings, Inc.
|
$
|
4,709
|
|
|
$
|
(307
|
)
|
|
$
|
(15,757
|
)
|
|
$
|
(25,650
|
)
|
|
|
|
Three Months Ended September 30, 2019
|
|
|
|||||||||||||||||||||||||||||
|
|
|
Total American Renal Associates Holdings, Inc. Equity (Deficit)
|
|
|
|||||||||||||||||||||||||||||
|
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)
|
|
|
|
Noncontrolling
Interests not
subject to put provisions
|
|||||||||||||||||||
|
|
Shares
|
|
Par Value
|
|
|
|
|
|
Total
|
|
|||||||||||||||||||||||
Balance at June 30, 2019
|
$
|
124,496
|
|
|
32,560,043
|
|
|
$
|
197
|
|
|
$
|
103,282
|
|
|
$
|
(120
|
)
|
|
$
|
(183,108
|
)
|
|
$
|
(1,733
|
)
|
|
$
|
(81,482
|
)
|
|
$
|
170,235
|
|
Net income
|
3,372
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
4,777
|
|
|
—
|
|
|
4,777
|
|
|
8,878
|
|
|||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
979
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
979
|
|
|
—
|
|
||||||||
Exercise of stock options
|
—
|
|
|
13,938
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
||||||||
Cash dividend equivalents accrued on share-based payments
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
||||||||
Forfeiture of restricted stock awards
|
—
|
|
|
(11,438
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Vested restricted stock awards withheld on net share settlement
|
—
|
|
|
(2,767
|
)
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
||||||||
Distributions to noncontrolling interests
|
(4,317
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,303
|
)
|
||||||||
Contributions from noncontrolling interests
|
307
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(378
|
)
|
|
—
|
|
|
—
|
|
|
(378
|
)
|
|
820
|
|
||||||||
Purchases of equity of noncontrolling interests
|
4
|
|
|
—
|
|
|
—
|
|
|
(513
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(513
|
)
|
|
—
|
|
||||||||
Redemptions of equity of noncontrolling interests
|
(2,309
|
)
|
|
—
|
|
|
—
|
|
|
3,925
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,925
|
|
|
(5,279
|
)
|
||||||||
Reclassification/other adjustments
|
(88
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
88
|
|
||||||||
Change in fair value of derivative agreements, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(68
|
)
|
|
(68
|
)
|
|
—
|
|
||||||||
Change in fair value of noncontrolling interests
|
2,953
|
|
|
—
|
|
|
—
|
|
|
(2,953
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,953
|
)
|
|
—
|
|
||||||||
Balance at September 30, 2019
|
$
|
124,418
|
|
|
32,559,776
|
|
|
$
|
197
|
|
|
$
|
104,671
|
|
|
$
|
(498
|
)
|
|
$
|
(178,331
|
)
|
|
$
|
(1,801
|
)
|
|
$
|
(75,762
|
)
|
|
$
|
160,439
|
|
|
|
|
Nine Months Ended September 30, 2019
|
|
|
|||||||||||||||||||||||||||||
|
|
|
Total American Renal Associates Holdings, Inc. Equity (Deficit)
|
|
|
|||||||||||||||||||||||||||||
|
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)
|
|
|
|
Noncontrolling
Interests not
subject to put provisions
|
|||||||||||||||||||
|
|
Shares
|
|
Par Value
|
|
|
|
|
|
Total
|
|
|||||||||||||||||||||||
Balance at December 31, 2018
|
$
|
129,099
|
|
|
32,603,846
|
|
|
$
|
196
|
|
|
$
|
105,715
|
|
|
$
|
(506
|
)
|
|
$
|
(164,451
|
)
|
|
$
|
76
|
|
|
$
|
(58,970
|
)
|
|
$
|
168,881
|
|
Net income (loss)
|
7,372
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
(13,880
|
)
|
|
—
|
|
|
(13,880
|
)
|
|
23,530
|
|
|||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
3,230
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,230
|
|
|
—
|
|
||||||||
Exercise of stock options
|
—
|
|
|
22,745
|
|
|
—
|
|
|
53
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53
|
|
|
—
|
|
||||||||
Cash dividend equivalents accrued on share-based payments
|
—
|
|
|
—
|
|
|
—
|
|
|
(38
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38
|
)
|
|
—
|
|
||||||||
Forfeiture of restricted stock awards
|
—
|
|
|
(31,894
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Vested restricted stock awards withheld on net share settlement
|
—
|
|
|
(34,921
|
)
|
|
1
|
|
|
(363
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(362
|
)
|
|
—
|
|
||||||||
Distributions to noncontrolling interests
|
(9,948
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,301
|
)
|
||||||||
Contributions from noncontrolling interests
|
1,650
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
7,681
|
|
||||||||
Purchases of equity of noncontrolling interests
|
172
|
|
|
—
|
|
|
—
|
|
|
(8,053
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,053
|
)
|
|
(623
|
)
|
||||||||
Redemptions of equity of noncontrolling interests
|
(2,309
|
)
|
|
—
|
|
|
—
|
|
|
2,597
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,597
|
|
|
(8,817
|
)
|
||||||||
Reclassification/other adjustments
|
(88
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
88
|
|
||||||||
Change in fair value of derivative agreements, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,877
|
)
|
|
(1,877
|
)
|
|
—
|
|
||||||||
Change in fair value of noncontrolling interests
|
(1,530
|
)
|
|
—
|
|
|
—
|
|
|
1,530
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,530
|
|
|
—
|
|
||||||||
Balance at September 30, 2019
|
$
|
124,418
|
|
|
32,559,776
|
|
|
$
|
197
|
|
|
$
|
104,671
|
|
|
$
|
(498
|
)
|
|
$
|
(178,331
|
)
|
|
$
|
(1,801
|
)
|
|
$
|
(75,762
|
)
|
|
$
|
160,439
|
|
|
|
|
Three Months Ended September 30, 2018
|
|
|
|||||||||||||||||||||||||||||
|
|
|
Total American Renal Associates Holdings, Inc. Equity (Deficit)
|
|
|
|||||||||||||||||||||||||||||
|
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 at June 30, 2018
|
$
|
140,737
|
|
|
32,458,837
|
|
|
$
|
195
|
|
|
$
|
93,339
|
|
|
$
|
(477
|
)
|
|
$
|
(163,145
|
)
|
|
$
|
1,013
|
|
|
$
|
(69,075
|
)
|
|
$
|
173,228
|
|
Net income (loss)
|
3,875
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(734
|
)
|
|
—
|
|
|
(734
|
)
|
|
9,371
|
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
1,247
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,247
|
|
|
—
|
|
||||||||
Exercise of stock options
|
—
|
|
|
119,633
|
|
|
—
|
|
|
761
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
761
|
|
|
—
|
|
||||||||
Issuance of restricted stock awards
|
—
|
|
|
8,567
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Forfeiture of restricted stock awards
|
—
|
|
|
(69,663
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Vested restricted stock awards withheld on net share settlement
|
—
|
|
|
(2,597
|
)
|
|
—
|
|
|
(54
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54
|
)
|
|
—
|
|
||||||||
Cash dividend equivalents accrued on share-based payments, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
||||||||
Distributions to noncontrolling interests
|
(6,095
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,847
|
)
|
||||||||
Contributions from noncontrolling interests
|
709
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(863
|
)
|
|
—
|
|
|
—
|
|
|
(863
|
)
|
|
1,279
|
|
||||||||
Purchases of equity of noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(128
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(128
|
)
|
|
—
|
|
||||||||
Redemptions of equity of noncontrolling interests
|
166
|
|
|
—
|
|
|
—
|
|
|
(76
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(76
|
)
|
|
(4
|
)
|
||||||||
Reclassification/other adjustments
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
5
|
|
||||||||
Change in fair value of derivative agreements, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
427
|
|
|
427
|
|
|
—
|
|
||||||||
Change in fair value of noncontrolling interests
|
1,849
|
|
|
—
|
|
|
—
|
|
|
(1,849
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,849
|
)
|
|
—
|
|
||||||||
Balance at September 30, 2018
|
$
|
141,236
|
|
|
32,514,777
|
|
|
$
|
195
|
|
|
$
|
93,217
|
|
|
$
|
(1,340
|
)
|
|
$
|
(163,878
|
)
|
|
$
|
1,440
|
|
|
$
|
(70,366
|
)
|
|
$
|
169,032
|
|
|
|
|
Nine Months Ended September 30, 2018
|
|
|
|||||||||||||||||||||||||||||
|
|
|
Total American Renal Associates Holdings, Inc. Equity (Deficit)
|
|
|
|||||||||||||||||||||||||||||
|
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 at December 31, 2017
|
$
|
130,438
|
|
|
32,034,439
|
|
|
$
|
193
|
|
|
$
|
99,098
|
|
|
$
|
(358
|
)
|
|
$
|
(135,898
|
)
|
|
$
|
(891
|
)
|
|
$
|
(37,856
|
)
|
|
$
|
187,698
|
|
Net income (loss)
|
11,348
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,195
|
)
|
|
—
|
|
|
(28,195
|
)
|
|
28,140
|
|
||||||||
Reclassification of stranded tax effects related to the Tax Cuts and Jobs Act of 2017
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
214
|
|
|
(214
|
)
|
|
—
|
|
|
—
|
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
4,174
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,174
|
|
|
—
|
|
||||||||
Exercise of stock options
|
—
|
|
|
212,383
|
|
|
2
|
|
|
1,155
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,157
|
|
|
—
|
|
||||||||
Issuance of restricted stock awards
|
—
|
|
|
357,275
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Forfeiture of restricted stock awards
|
—
|
|
|
(70,382
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Vested restricted stock awards withheld on net share settlement
|
—
|
|
|
(18,938
|
)
|
|
—
|
|
|
(421
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(421
|
)
|
|
—
|
|
||||||||
Cash dividend equivalents accrual reduction on share-based payments, net
|
—
|
|
|
—
|
|
|
—
|
|
|
494
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
494
|
|
|
—
|
|
||||||||
Distributions to noncontrolling interests
|
(16,692
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38,439
|
)
|
||||||||
Contributions from noncontrolling interests
|
1,385
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(982
|
)
|
|
—
|
|
|
—
|
|
|
(982
|
)
|
|
3,242
|
|
||||||||
Purchases of equity of noncontrolling interests
|
(1,062
|
)
|
|
—
|
|
|
—
|
|
|
(6,081
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,081
|
)
|
|
(1,586
|
)
|
||||||||
Redemptions of equity of noncontrolling interests
|
166
|
|
|
—
|
|
|
—
|
|
|
(912
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(912
|
)
|
|
1,340
|
|
||||||||
Reclassification/other adjustments
|
11,363
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
(11,363
|
)
|
||||||||
Change in fair value of derivative agreements, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,545
|
|
|
2,545
|
|
|
—
|
|
||||||||
Change in fair value of noncontrolling interests
|
4,290
|
|
|
—
|
|
|
—
|
|
|
(4,290
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,290
|
)
|
|
—
|
|
||||||||
Balance at September 30, 2018
|
$
|
141,236
|
|
|
32,514,777
|
|
|
$
|
195
|
|
|
$
|
93,217
|
|
|
$
|
(1,340
|
)
|
|
$
|
(163,878
|
)
|
|
$
|
1,440
|
|
|
$
|
(70,366
|
)
|
|
$
|
169,032
|
|
|
Nine Months Ended September 30,
|
||||||
Operating activities
|
2019
|
|
2018
|
||||
Net income
|
$
|
17,022
|
|
|
$
|
11,293
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
30,585
|
|
|
29,460
|
|
||
Amortization of discounts, fees and deferred financing costs
|
2,078
|
|
|
1,384
|
|
||
Stock-based compensation
|
3,230
|
|
|
4,174
|
|
||
Deferred taxes
|
5,492
|
|
|
(5,884
|
)
|
||
Change in fair value of income tax receivable agreement
|
(1,348
|
)
|
|
2,765
|
|
||
Non-cash charge related to derivative agreements
|
4
|
|
|
18
|
|
||
Non-cash rent charges
|
—
|
|
|
400
|
|
||
(Gain) loss on disposal of assets
|
(681
|
)
|
|
81
|
|
||
Change in operating assets and liabilities, net of acquisitions:
|
|
|
|
||||
Accounts receivable
|
(3,832
|
)
|
|
13,965
|
|
||
Inventories
|
3,533
|
|
|
(1,716
|
)
|
||
Prepaid expenses and other current assets
|
(213
|
)
|
|
7,261
|
|
||
Other assets
|
4,632
|
|
|
(7,291
|
)
|
||
Right-of-use assets and operating lease liabilities
|
(2,420
|
)
|
|
—
|
|
||
Accounts payable
|
(1,028
|
)
|
|
20,602
|
|
||
Accrued compensation and benefits
|
3,055
|
|
|
5,673
|
|
||
Accrued expenses and other liabilities
|
(25,006
|
)
|
|
1,686
|
|
||
Cash provided by operating activities
|
35,103
|
|
|
83,871
|
|
||
Investing activities
|
|
|
|
|
|||
Purchases of property, equipment and intangible assets
|
(17,905
|
)
|
|
(29,074
|
)
|
||
Proceeds from sale of clinics
|
6,300
|
|
|
2,502
|
|
||
Cash paid for acquisitions
|
(6,590
|
)
|
|
—
|
|
||
Cash used in investing activities
|
(18,195
|
)
|
|
(26,572
|
)
|
||
Financing activities
|
|
|
|
|
|||
Proceeds from term loans, net of deferred financing costs
|
73,387
|
|
|
52,576
|
|
||
Payments on long-term debt
|
(40,983
|
)
|
|
(59,903
|
)
|
||
Dividends and dividend equivalents paid
|
(44
|
)
|
|
(320
|
)
|
||
Proceeds from exercise of stock options
|
53
|
|
|
1,157
|
|
||
Repurchase of vested restricted stock awards withheld on net share settlement
|
(362
|
)
|
|
(421
|
)
|
||
Distributions to noncontrolling interests
|
(40,249
|
)
|
|
(55,131
|
)
|
||
Contributions from noncontrolling interests
|
4,684
|
|
|
3,645
|
|
||
Purchases of equity of noncontrolling interests
|
(8,504
|
)
|
|
(8,729
|
)
|
||
Sales of additional noncontrolling interests
|
—
|
|
|
178
|
|
||
Cash used in financing activities
|
(12,018
|
)
|
|
(66,948
|
)
|
||
|
|
|
|
||||
Increase (decrease) in cash and restricted cash
|
4,890
|
|
|
(9,649
|
)
|
||
Cash and restricted cash at beginning of period
|
55,300
|
|
|
71,611
|
|
||
Cash and restricted cash at end of period (Note 3)
|
$
|
60,190
|
|
|
$
|
61,962
|
|
|
|
|
|
||||
Supplemental Disclosure of Cash Flow Information
|
|
|
|
|
|||
Cash paid for income taxes
|
$
|
1,005
|
|
|
$
|
2,152
|
|
Cash paid for interest
|
25,420
|
|
|
22,221
|
|
||
|
|
|
|
||||
Supplemental Disclosure of Non-Cash Financing Activities
|
|
|
|
|
|||
Change in liability accrued for dividend equivalent payments
|
38
|
|
|
(494
|
)
|
||
Non-cash equity impacts of the sale or closure of clinics
|
(8,529
|
)
|
|
594
|
|
||
Non-cash equity contributions
|
4,655
|
|
|
—
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
Percentage of Revenues by Payor:
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Medicare and Medicare Advantage
|
70
|
%
|
|
68
|
%
|
|
68
|
%
|
|
67
|
%
|
Commercial and other(1)
|
26
|
%
|
|
28
|
%
|
|
28
|
%
|
|
29
|
%
|
Medicaid and Managed Medicaid
|
4
|
%
|
|
4
|
%
|
|
4
|
%
|
|
4
|
%
|
Other(2)
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
(1)
|
Principally commercial insurance companies and also includes the VA.
|
(2)
|
Other payments of revenues by payor 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.
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Cash
|
$
|
60,190
|
|
|
$
|
55,200
|
|
Restricted cash
|
—
|
|
|
100
|
|
||
Total cash and restricted cash shown in the statement of cash flows
|
$
|
60,190
|
|
|
$
|
55,300
|
|
Cash
|
$
|
6,590
|
|
Equity interests
|
4,655
|
|
|
Fair value of total consideration transferred
|
$
|
11,245
|
|
Property and equipment
|
$
|
1,232
|
|
Noncompete agreements
|
660
|
|
|
Goodwill
|
9,108
|
|
|
Other assets
|
245
|
|
|
Total consideration paid
|
$
|
11,245
|
|
Balance at December 31, 2018
|
$
|
571,339
|
|
Acquisitions
|
9,108
|
|
|
Divestitures
|
(4,365
|
)
|
|
Balance at September 30, 2019
|
$
|
576,082
|
|
|
September 30, 2019
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Interest rate derivative agreements (included in Prepaid expenses and other current assets)
|
$
|
62
|
|
|
$
|
—
|
|
|
$
|
62
|
|
|
$
|
—
|
|
Total Assets
|
$
|
62
|
|
|
$
|
—
|
|
|
$
|
62
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||
Tax Receivable Agreement Liability (included in Income tax receivable agreement payable with a portion included in Accrued expenses and other current liabilities)
|
$
|
2,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,000
|
|
Interest rate swap agreement (included in Accrued expense and other current liabilities)
|
706
|
|
|
—
|
|
|
706
|
|
|
—
|
|
||||
Interest rate swap agreement (included in Other long-term liabilities)
|
864
|
|
|
—
|
|
|
864
|
|
|
—
|
|
||||
Total Liabilities
|
$
|
3,570
|
|
|
$
|
—
|
|
|
$
|
1,570
|
|
|
$
|
2,000
|
|
Temporary Equity
|
|
|
|
|
|
|
|
|
|
||||||
Noncontrolling interests subject to put provisions
|
$
|
124,418
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
124,418
|
|
|
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
|
|
Balance at December 31, 2018
|
$
|
3,700
|
|
Options exercised and dividend equivalent payment vesting
|
(352
|
)
|
|
Total realized/unrealized losses:
|
|
||
Included in earnings and reported as Change in fair value of income tax receivable agreement
|
(1,348
|
)
|
|
Balance at September 30, 2019
|
$
|
2,000
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Accrued compensation
|
$
|
22,999
|
|
|
$
|
22,480
|
|
Accrued vacation pay
|
14,643
|
|
|
12,107
|
|
||
|
$
|
37,642
|
|
|
$
|
34,587
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Due to payors
|
$
|
28,538
|
|
|
$
|
26,659
|
|
Other
|
16,494
|
|
|
13,198
|
|
||
Accrued settlement (Note 16)
|
6,882
|
|
|
7,641
|
|
||
Income tax payable
|
—
|
|
|
13,618
|
|
||
|
$
|
51,914
|
|
|
$
|
61,116
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Redemption value
|
$
|
10,159
|
|
|
$
|
11,221
|
|
Estimated fair values for accounting purposes
|
1,625
|
|
|
2,672
|
|
||
Difference between the redemption value and estimated fair values for accounting purposes of the related noncontrolling interests
|
$
|
8,534
|
|
|
$
|
8,549
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Noncontrolling interest subject to put provisions stated at estimated fair values for accounting purposes
|
$
|
115,884
|
|
|
$
|
120,550
|
|
Difference between the redemption value and estimated fair values for accounting purposes of the related noncontrolling interests
|
8,534
|
|
|
8,549
|
|
||
Noncontrolling interests subject to put provisions stated at maximum redemption value
|
$
|
124,418
|
|
|
$
|
129,099
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Change in estimated fair values for accounting purposes
|
$
|
1,792
|
|
|
$
|
1,269
|
|
|
$
|
(2,407
|
)
|
|
$
|
2,959
|
|
Change in the difference between the redemption value and estimated fair values for accounting purposes of the related noncontrolling interests
|
1,161
|
|
|
580
|
|
|
877
|
|
|
1,331
|
|
||||
Total change in fair values of noncontrolling interests subject to put provisions stated at maximum redemption
|
$
|
2,953
|
|
|
$
|
1,849
|
|
|
$
|
(1,530
|
)
|
|
$
|
4,290
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
2017 Credit Agreement - Term B Loan Facility
|
$
|
430,100
|
|
|
$
|
433,400
|
|
2017 Credit Agreement - Revolving Credit Facility
|
64,500
|
|
|
5,500
|
|
||
Assigned Clinic Loans due to Term Loan Holdings
|
1,664
|
|
|
5,078
|
|
||
Other Term Loans
|
96,760
|
|
|
113,866
|
|
||
Other Lines of Credit
|
5,542
|
|
|
1,849
|
|
||
Finance Lease Obligations
|
6,512
|
|
|
6,706
|
|
||
Other
|
1,605
|
|
|
2,040
|
|
||
|
606,683
|
|
|
568,439
|
|
||
Less: discounts and fees, net of accumulated amortization
|
(13,254
|
)
|
|
(8,073
|
)
|
||
Less: current maturities
|
(41,430
|
)
|
|
(42,855
|
)
|
||
|
$
|
551,999
|
|
|
$
|
517,511
|
|
2019 (remainder)
|
$
|
16,285
|
|
2020
|
43,168
|
|
|
2021
|
31,560
|
|
|
2022
|
87,694
|
|
|
2023
|
19,298
|
|
|
Thereafter
|
408,678
|
|
|
|
$
|
606,683
|
|
|
Nine Months Ended
|
||
Lease Cost
|
September 30, 2019
|
||
Operating lease cost
|
$
|
23,801
|
|
Finance lease cost:
|
|
||
Amortization of right-of-use assets
|
432
|
|
|
Interest on lease liabilities
|
421
|
|
|
Short-term lease cost (1)
|
225
|
|
|
Variable lease cost
|
7,439
|
|
|
Less: Sublease income
|
(1,361
|
)
|
|
Total lease cost
|
$
|
30,957
|
|
(1)
|
Short-term leases are leases having a term of twelve months or less. The Company elected to recognize short-term leases on a straight-line basis and does not record a related lease asset or liability for such leases.
|
|
Nine Months Ended
|
||
Other information
|
September 30, 2019
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
||
Operating cash flows from operating leases
|
$
|
23,856
|
|
Operating cash flows from finance leases
|
421
|
|
|
Financing cash flows from finance leases
|
189
|
|
|
Right-of-use assets obtained in exchange for new or modified lease obligations:
|
|
||
Operating leases
|
16,756
|
|
|
Finance leases
|
—
|
|
|
As of September 30, 2019
|
||
Operating Leases
|
|
||
Operating lease right-of-use assets
|
$
|
139,456
|
|
|
|
||
Current portion of operating lease liabilities
|
$
|
22,222
|
|
Long-term operating lease liabilities, less current portion
|
129,460
|
|
|
Total operating lease liabilities
|
$
|
151,682
|
|
|
|
||
Finance Leases
|
|
||
Property and equipment, at cost
|
$
|
6,168
|
|
Accumulated depreciation
|
(431
|
)
|
|
Property and equipment, net
|
$
|
5,737
|
|
|
|
||
Current portion of long-term debt
|
$
|
376
|
|
Long-term debt, less current portion
|
6,136
|
|
|
Total finance lease liabilities
|
$
|
6,512
|
|
|
|
||
Weighted Average Remaining Lease Term
|
|
||
Operating leases
|
7.2 years
|
|
|
Finance leases
|
10.3 years
|
|
|
Weighted Average Discount Rate
|
|
||
Operating leases
|
7.0
|
%
|
|
Finance leases
|
9.0
|
%
|
Year Ended December 31,
|
Operating
Leases
|
Less:
Sublease Receipts
|
Net Operating
Lease
|
|
Finance Leases
|
||||||||
2019 (excluding the nine months ended September 30, 2019)
|
$
|
8,104
|
|
$
|
381
|
|
$
|
7,723
|
|
|
$
|
229
|
|
2020
|
31,843
|
|
1,543
|
|
30,300
|
|
|
923
|
|
||||
2021
|
30,198
|
|
1,581
|
|
28,617
|
|
|
933
|
|
||||
2022
|
27,746
|
|
1,601
|
|
26,145
|
|
|
943
|
|
||||
2023
|
23,334
|
|
1,126
|
|
22,208
|
|
|
955
|
|
||||
Thereafter
|
73,857
|
|
3,158
|
|
70,699
|
|
|
6,233
|
|
||||
Total minimum lease payments
|
$
|
195,082
|
|
$
|
9,390
|
|
$
|
185,692
|
|
|
$
|
10,216
|
|
Less: amount representing interest
|
43,400
|
|
|
|
|
3,704
|
|
||||||
Present value of lease liabilities
|
$
|
151,682
|
|
|
|
|
$
|
6,512
|
|
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
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Patient care costs
|
$
|
153
|
|
|
$
|
308
|
|
|
$
|
501
|
|
|
$
|
750
|
|
General and administrative
|
826
|
|
|
939
|
|
|
2,729
|
|
|
3,424
|
|
||||
Total stock-based compensation before tax
|
$
|
979
|
|
|
$
|
1,247
|
|
|
$
|
3,230
|
|
|
$
|
4,174
|
|
Income tax benefit
|
$
|
(255
|
)
|
|
$
|
(324
|
)
|
|
$
|
(840
|
)
|
|
$
|
(1,085
|
)
|
|
Nine Months Ended September 30, 2019
|
|||||
|
Number
of options
|
|
Weighted-average
exercise price
|
|||
Options outstanding as of January 1, 2019
|
5,011,191
|
|
|
$
|
12.36
|
|
Granted
|
—
|
|
|
—
|
|
|
Exercised
|
(22,745
|
)
|
|
3.97
|
|
|
Forfeited/Canceled
|
(275,195
|
)
|
|
16.47
|
|
|
Options outstanding as of September 30, 2019
|
4,713,251
|
|
|
$
|
12.20
|
|
Vested and expected to vest as of September 30, 2019
|
4,713,251
|
|
|
$
|
12.20
|
|
Exercisable as of September 30, 2019
|
3,330,302
|
|
|
$
|
9.03
|
|
|
Nine Months Ended September 30, 2019
|
|||||
|
Number of shares
|
|
Weighted-average grant date fair value per award
|
|||
Unvested as of January 1, 2019
|
441,063
|
|
|
$
|
20.68
|
|
Granted
|
—
|
|
|
—
|
|
|
Vested
|
(146,087
|
)
|
|
20.09
|
|
|
Forfeited/Canceled
|
(31,894
|
)
|
|
19.84
|
|
|
Unvested as of September 30, 2019
|
263,082
|
|
|
$
|
21.11
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Basic
|
|
|
|
|
|
|
|
|
|
||||||
Net income (loss) attributable to American Renal Associates Holdings, Inc.
|
$
|
4,777
|
|
|
$
|
(734
|
)
|
|
$
|
(13,880
|
)
|
|
$
|
(28,195
|
)
|
Change in the difference between the redemption value and estimated fair value for accounting purposes of the related noncontrolling interests
|
(1,161
|
)
|
|
(580
|
)
|
|
(877
|
)
|
|
(1,331
|
)
|
||||
Net income (loss) attributable to common shareholders
|
$
|
3,616
|
|
|
$
|
(1,314
|
)
|
|
$
|
(14,757
|
)
|
|
$
|
(29,526
|
)
|
Weighted-average common shares outstanding used to calculate basic net loss per share
|
32,281,818
|
|
|
32,005,544
|
|
|
32,248,791
|
|
|
31,912,934
|
|
||||
Earnings (loss) per share, basic
|
$
|
0.11
|
|
|
$
|
(0.04
|
)
|
|
$
|
(0.46
|
)
|
|
$
|
(0.93
|
)
|
Diluted
|
|
|
|
|
|
|
|
|
|
||||||
Net income (loss) attributable to American Renal Associates Holdings, Inc.
|
$
|
4,777
|
|
|
$
|
(734
|
)
|
|
$
|
(13,880
|
)
|
|
$
|
(28,195
|
)
|
Change in the difference between the redemption value and estimated fair value for accounting purposes of the related noncontrolling interests
|
(1,161
|
)
|
|
(580
|
)
|
|
(877
|
)
|
|
(1,331
|
)
|
||||
Net income (loss) attributable to common shareholders for diluted earnings per share calculation
|
$
|
3,616
|
|
|
$
|
(1,314
|
)
|
|
$
|
(14,757
|
)
|
|
$
|
(29,526
|
)
|
Weighted‑average common shares outstanding, basic
|
32,281,818
|
|
|
32,005,544
|
|
|
32,248,791
|
|
|
31,912,934
|
|
||||
Weighted‑average common shares outstanding, assuming dilution
|
33,618,723
|
|
|
32,005,544
|
|
|
32,248,791
|
|
|
31,912,934
|
|
||||
Earnings (loss) per share, diluted
|
$
|
0.11
|
|
|
$
|
(0.04
|
)
|
|
$
|
(0.46
|
)
|
|
$
|
(0.93
|
)
|
Outstanding options and restricted stock excluded as impact would be anti-dilutive
|
2,013,920
|
|
|
3,363,982
|
|
|
2,940,936
|
|
|
3,446,046
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income (loss) attributable to American Renal Holdings Associates, Inc.
|
$
|
4,777
|
|
|
$
|
(734
|
)
|
|
$
|
(13,880
|
)
|
|
$
|
(28,195
|
)
|
Increase (decrease) in paid-in capital for the sales of noncontrolling interest
|
3,925
|
|
|
(76
|
)
|
|
2,597
|
|
|
(912
|
)
|
||||
Decrease in paid-in capital for the purchase of noncontrolling interest and adjustments to ownership interest
|
(513
|
)
|
|
(128
|
)
|
|
(8,053
|
)
|
|
(6,081
|
)
|
||||
Net transfers to/from noncontrolling interests
|
$
|
3,412
|
|
|
$
|
(204
|
)
|
|
$
|
(5,456
|
)
|
|
$
|
(6,993
|
)
|
Net income (loss) attributable to American Renal Holdings Associates, Inc., net of transfers to/from noncontrolling interests
|
$
|
8,189
|
|
|
$
|
(938
|
)
|
|
$
|
(19,336
|
)
|
|
$
|
(35,188
|
)
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
De novo clinics(1)
|
1
|
|
|
2
|
|
|
5
|
|
|
8
|
|
Acquired clinics(2)
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
Sold or merged clinics(3)
|
(2
|
)
|
|
—
|
|
|
(4
|
)
|
|
(1
|
)
|
Net new clinics
|
(1
|
)
|
|
2
|
|
|
3
|
|
|
7
|
|
(1)
|
Clinics formed by us which began to operate and dialyze patients in the applicable period.
|
(2)
|
Clinics acquired by us in the applicable period.
|
(3)
|
Clinics sold or merged by us in the applicable period.
|
|
Three Months Ended
|
|
|
|||||||||||
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
|
Total
|
|||||
2019
|
2
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
5
|
|
2018
|
1
|
|
|
5
|
|
|
2
|
|
|
5
|
|
|
13
|
|
2017
|
3
|
|
|
2
|
|
|
1
|
|
|
9
|
|
|
15
|
|
2016
|
2
|
|
|
6
|
|
|
5
|
|
|
7
|
|
|
20
|
|
2015
|
1
|
|
|
5
|
|
|
6
|
|
|
4
|
|
|
16
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
Source of Treatment Growth:
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Non-acquired treatment growth(1)
|
5.8
|
%
|
|
3.9
|
%
|
|
4.9
|
%
|
|
4.2
|
%
|
Normalized non-acquired treatment growth(2)
|
5.7
|
%
|
|
5.0
|
%
|
|
5.6
|
%
|
|
5.2
|
%
|
Acquired treatment growth(3)
|
2.3
|
%
|
|
1.1
|
%
|
|
2.1
|
%
|
|
1.1
|
%
|
Total treatment growth
|
8.1
|
%
|
|
5.0
|
%
|
|
7.1
|
%
|
|
5.3
|
%
|
Normalized total treatment growth(2)
|
7.9
|
%
|
|
6.1
|
%
|
|
7.7
|
%
|
|
6.2
|
%
|
(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.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
Percentage of Revenues by Payor:
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Medicare and Medicare Advantage
|
70
|
%
|
|
68
|
%
|
|
68
|
%
|
|
67
|
%
|
Commercial and other(1)
|
26
|
%
|
|
28
|
%
|
|
28
|
%
|
|
29
|
%
|
Medicaid and Managed Medicaid
|
4
|
%
|
|
4
|
%
|
|
4
|
%
|
|
4
|
%
|
Other(2)
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
Percentage of Treatments by Payor:
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Medicare and Medicare Advantage
|
|
80
|
%
|
|
81
|
%
|
|
80
|
%
|
|
81
|
%
|
Commercial and other(1)
|
|
12
|
%
|
|
12
|
%
|
|
12
|
%
|
|
12
|
%
|
Medicaid and Managed Medicaid
|
|
7
|
%
|
|
6
|
%
|
|
7
|
%
|
|
6
|
%
|
Other(2)
|
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
(1)
|
Principally commercial insurance companies and also includes the VA. Treatments covered by Affordable Care Act (“ACA”)-compliant plans (“ACA plans”) were 0.6% for the three months ended September 30, 2019 and 0.8% for the three months ended September 30, 2018, and 0.7% and 0.9% for the nine months ended September 30, 2019 and 2018, respectively. Treatments covered by VA plans were 2.9% and 2.6% in the three months ended September 30, 2019 and 2018, respectively, and 2.8% and 2.5% for the nine months ended September 30, 2019 and 2018, respectively.
|
(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.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||||
Operating Data and Non-GAAP Financial Data:
|
Sept. 30, 2019
|
|
June 30, 2019
|
|
March 31, 2019
|
|
Sept. 30, 2018
|
|
Sept. 30, 2019
|
|
Sept. 30, 2018
|
||||||||||||
Number of clinics (as of end of period)
|
244
|
|
|
245
|
|
|
243
|
|
|
235
|
|
|
244
|
|
|
235
|
|
||||||
Number of de novo clinics opened (during period)
|
1
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
5
|
|
|
8
|
|
||||||
Patients (as of end of period)
|
17,159
|
|
|
17,138
|
|
|
17,018
|
|
|
16,092
|
|
|
17,159
|
|
|
16,092
|
|
||||||
Number of treatments
|
625,684
|
|
|
614,844
|
|
|
591,365
|
|
|
578,982
|
|
|
1,831,893
|
|
|
1,710,847
|
|
||||||
Non-acquired treatment growth
|
5.8
|
%
|
|
5.1
|
%
|
|
3.9
|
%
|
|
3.9
|
%
|
|
4.9
|
%
|
|
4.2
|
%
|
||||||
Normalized non-acquired treatment growth(1)
|
5.7
|
%
|
|
5.6
|
%
|
|
5.3
|
%
|
|
5.0
|
%
|
|
5.6
|
%
|
|
5.2
|
%
|
||||||
Acquired treatment growth
|
2.3
|
%
|
|
2.2
|
%
|
|
1.9
|
%
|
|
1.1
|
%
|
|
2.1
|
%
|
|
1.1
|
%
|
||||||
Total treatment growth
|
8.1
|
%
|
|
7.3
|
%
|
|
5.8
|
%
|
|
5.0
|
%
|
|
7.1
|
%
|
|
5.3
|
%
|
||||||
Normalized total treatment growth(1)
|
7.9
|
%
|
|
7.9
|
%
|
|
7.2
|
%
|
|
6.1
|
%
|
|
7.7
|
%
|
|
6.2
|
%
|
||||||
Patient service operating revenues per treatment
|
$
|
338
|
|
|
$
|
347
|
|
|
$
|
324
|
|
|
$
|
355
|
|
|
$
|
337
|
|
|
$
|
350
|
|
Patient care costs per treatment
|
$
|
247
|
|
|
$
|
249
|
|
|
$
|
251
|
|
|
$
|
252
|
|
|
$
|
249
|
|
|
$
|
246
|
|
General and administrative expenses per treatment
|
$
|
30
|
|
|
$
|
39
|
|
|
$
|
43
|
|
|
$
|
43
|
|
|
$
|
37
|
|
|
$
|
44
|
|
Adjusted EBITDA (including noncontrolling interests)(2)
|
$
|
38,705
|
|
|
$
|
37,622
|
|
|
$
|
19,211
|
|
|
$
|
36,496
|
|
|
$
|
95,537
|
|
|
$
|
104,800
|
|
Adjusted EBITDA-NCI(2)
|
$
|
26,455
|
|
|
$
|
24,304
|
|
|
$
|
13,877
|
|
|
$
|
23,250
|
|
|
$
|
64,635
|
|
|
$
|
65,312
|
|
(1)
|
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.
|
(2)
|
See “Non-GAAP Financial Measures” below.
|
•
|
do not include stock-based compensation expense and 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 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; and
|
•
|
do not reflect the gain or loss on sale or closure of clinics.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income
|
$
|
17,027
|
|
|
$
|
12,512
|
|
|
$
|
17,022
|
|
|
$
|
11,293
|
|
Add:
|
|
|
|
|
|
|
|
||||||||
Stock-based compensation and associated payroll taxes
|
986
|
|
|
1,298
|
|
|
3,277
|
|
|
4,356
|
|
||||
Depreciation and amortization
|
10,220
|
|
|
10,023
|
|
|
30,585
|
|
|
29,460
|
|
||||
Interest expense, net
|
12,242
|
|
|
8,242
|
|
|
32,533
|
|
|
23,835
|
|
||||
Income tax benefit and other non-income-based tax(a)
|
(11,195
|
)
|
|
(87
|
)
|
|
(9,542
|
)
|
|
(5,181
|
)
|
||||
Transaction-related costs
|
—
|
|
|
—
|
|
|
—
|
|
|
856
|
|
||||
Change in fair value of income tax receivable agreement(b)
|
30
|
|
|
3,480
|
|
|
(1,348
|
)
|
|
2,765
|
|
||||
Certain legal and other matters(c)
|
9,634
|
|
|
1,028
|
|
|
23,306
|
|
|
37,677
|
|
||||
Executive and management severance costs
|
25
|
|
|
—
|
|
|
480
|
|
|
—
|
|
||||
Gain on sale or closure of clinics
|
(264
|
)
|
|
—
|
|
|
(776
|
)
|
|
(261
|
)
|
||||
Adjusted EBITDA (including noncontrolling interests)
|
$
|
38,705
|
|
|
$
|
36,496
|
|
|
$
|
95,537
|
|
|
$
|
104,800
|
|
Less: Net income attributable to noncontrolling interests
|
(12,250
|
)
|
|
(13,246
|
)
|
|
(30,902
|
)
|
|
(39,488
|
)
|
||||
Adjusted EBITDA –NCI
|
$
|
26,455
|
|
|
$
|
23,250
|
|
|
$
|
64,635
|
|
|
$
|
65,312
|
|
(a)
|
Non-income-based tax includes franchise, gross receipts, and similar tax assessments.
|
(b)
|
See “Note 5 - Fair Value Measurements” of the notes to the unaudited consolidated financial statements.
|
(c)
|
The three months and nine months ended September 30, 2019, includes $9.4 million and $21.4 million, respectively, relating to the SEC investigation described in “Note 16 - Certain Legal and Other Matters” and related Audit Committee examination and Restatement process discussed in our 2018 Form 10-K.
|
•
|
the SEC investigation and related Audit Committee examination and Restatement process (2019),
|
•
|
the United litigation and settlement (2018),
|
•
|
the securities and derivative litigation related to the foregoing (2018-2019), 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.
|
|
Three Months Ended September 30,
|
|
Increase (Decrease)
|
|||||||||||
|
|
|
|
|
|
|
Percentage
|
|||||||
(in thousands)
|
2019
|
|
2018
|
|
Amount
|
|
Change
|
|||||||
Patient service operating revenues
|
$
|
211,429
|
|
|
$
|
205,719
|
|
|
$
|
5,710
|
|
|
2.8
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|||||
Patient care costs
|
154,588
|
|
|
145,939
|
|
|
8,649
|
|
|
5.9
|
%
|
|||
General and administrative
|
18,783
|
|
|
24,619
|
|
|
(5,836
|
)
|
|
(23.7
|
)%
|
|||
Depreciation and amortization
|
10,220
|
|
|
10,023
|
|
|
197
|
|
|
2.0
|
%
|
|||
Certain legal and other matters
|
9,634
|
|
|
1,028
|
|
|
8,606
|
|
|
837.2
|
%
|
|||
Total operating expenses
|
193,225
|
|
|
181,609
|
|
|
11,616
|
|
|
6.4
|
%
|
|||
Operating income
|
18,204
|
|
|
24,110
|
|
|
(5,906
|
)
|
|
(24.5
|
)%
|
|||
Interest expense, net
|
(12,242
|
)
|
|
(8,242
|
)
|
|
(4,000
|
)
|
|
(48.5
|
)%
|
|||
Change in fair value of income tax receivable agreement
|
(30
|
)
|
|
(3,480
|
)
|
|
3,450
|
|
|
NM
|
|
|||
Income before income taxes
|
5,932
|
|
|
12,388
|
|
|
(6,456
|
)
|
|
(52.1
|
)%
|
|||
Income tax benefit
|
(11,095
|
)
|
|
(124
|
)
|
|
(10,971
|
)
|
|
NM
|
|
|||
Net income
|
17,027
|
|
|
12,512
|
|
|
4,515
|
|
|
36.1
|
%
|
|||
Less: Net income attributable to noncontrolling interests
|
(12,250
|
)
|
|
(13,246
|
)
|
|
996
|
|
|
7.5
|
%
|
|||
Net income (loss) attributable to American Renal Associates Holdings, Inc.
|
$
|
4,777
|
|
|
$
|
(734
|
)
|
|
$
|
5,511
|
|
|
NM
|
|
|
Nine Months Ended September 30,
|
|
Increase (Decrease)
|
|||||||||||
|
|
|
|
|
|
|
Percentage
|
|||||||
(in thousands)
|
2019
|
|
2018
|
|
Amount
|
|
Change
|
|||||||
Patient service operating revenues
|
$
|
616,443
|
|
|
$
|
597,970
|
|
|
$
|
18,473
|
|
|
3.1
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|||||
Patient care costs
|
455,785
|
|
|
421,484
|
|
|
34,301
|
|
|
8.1
|
%
|
|||
General and administrative
|
68,309
|
|
|
76,120
|
|
|
(7,811
|
)
|
|
(10.3
|
)%
|
|||
Transaction-related costs
|
—
|
|
|
856
|
|
|
(856
|
)
|
|
NM
|
|
|||
Depreciation and amortization
|
30,585
|
|
|
29,460
|
|
|
1,125
|
|
|
3.8
|
%
|
|||
Certain legal and other matters
|
23,306
|
|
|
37,677
|
|
|
(14,371
|
)
|
|
(38.1
|
)%
|
|||
Total operating expenses
|
577,985
|
|
|
565,597
|
|
|
12,388
|
|
|
2.2
|
%
|
|||
Operating income
|
38,458
|
|
|
32,373
|
|
|
6,085
|
|
|
18.8
|
%
|
|||
Interest expense, net
|
(32,533
|
)
|
|
(23,835
|
)
|
|
(8,698
|
)
|
|
(36.5
|
)%
|
|||
Change in fair value of income tax receivable agreement
|
1,348
|
|
|
(2,765
|
)
|
|
4,113
|
|
|
148.8
|
%
|
|||
Income before income taxes
|
7,273
|
|
|
5,773
|
|
|
1,500
|
|
|
26.0
|
%
|
|||
Income tax benefit
|
(9,749
|
)
|
|
(5,520
|
)
|
|
(4,229
|
)
|
|
NM
|
|
|||
Net income
|
17,022
|
|
|
11,293
|
|
|
5,729
|
|
|
50.7
|
%
|
|||
Less: Net income attributable to noncontrolling interests
|
(30,902
|
)
|
|
(39,488
|
)
|
|
8,586
|
|
|
21.7
|
%
|
|||
Net loss attributable to American Renal Associates Holdings, Inc.
|
$
|
(13,880
|
)
|
|
$
|
(28,195
|
)
|
|
$
|
14,315
|
|
|
50.8
|
%
|
|
Nine Months Ended September 30,
|
||||||
(dollars in thousands)
|
2019
|
|
2018
|
||||
Net cash provided by operating activities
|
$
|
35,103
|
|
|
$
|
83,871
|
|
Net cash used in investing activities
|
(18,195
|
)
|
|
(26,572
|
)
|
||
Net cash used in financing activities
|
(12,018
|
)
|
|
(66,948
|
)
|
||
Net increase (decrease) in cash and restricted cash
|
$
|
4,890
|
|
|
$
|
(9,649
|
)
|
Scheduled payments under contractual obligations
(in thousands)
|
|
Total
|
|
Less than 1
year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5
years
|
||||||||||
Third-party clinic-level debt
|
|
$
|
103,966
|
|
|
$
|
38,704
|
|
|
$
|
40,983
|
|
|
$
|
18,104
|
|
|
$
|
6,175
|
|
2017 Credit Agreement loans(1)
|
|
494,600
|
|
|
7,700
|
|
|
82,100
|
|
|
404,800
|
|
|
—
|
|
|||||
Other corporate debt
|
|
1,605
|
|
|
604
|
|
|
1,001
|
|
|
—
|
|
|
—
|
|
|||||
Operating leases(2)
|
|
199,697
|
|
|
31,302
|
|
|
58,148
|
|
|
44,842
|
|
|
65,405
|
|
|||||
Finance leases(3)
|
|
14,369
|
|
|
1,133
|
|
|
2,413
|
|
|
2,501
|
|
|
8,322
|
|
|||||
Interest payments(4)
|
|
164,776
|
|
|
37,974
|
|
|
69,842
|
|
|
56,324
|
|
|
636
|
|
|||||
Purchase obligation(5)
|
|
167,000
|
|
|
58,500
|
|
|
100,500
|
|
|
8,000
|
|
|
—
|
|
|||||
Total
|
|
$
|
1,146,013
|
|
|
$
|
175,917
|
|
|
$
|
354,987
|
|
|
$
|
534,571
|
|
|
$
|
80,538
|
|
(1)
|
Includes the Term B Loan Facility which bears interest at a variable rate, with principal payments of $1.1 million through December 31, 2019 and $2.2 million quarter thereafter and interest payments due quarterly, and the Revolving Credit Facility, which also bears interest at a variable rate, with total borrowings outstanding of $64.5 million.
|
(2)
|
Net of estimated sublease proceeds of approximately $1.6 million per year from 2019 through 2022 and approximately $4.3 million in the aggregate thereafter and includes $14.0 million related to options to extend lease terms that are reasonably certain of being exercised.
|
(3)
|
Includes $4.2 million related to options to extend lease terms that are reasonably certain of being exercised.
|
(4)
|
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 September 30, 2019.
|
(5)
|
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.
|
(dollars in thousands)
Year
|
|
Amount
Exercisable
|
||
2019
|
|
49,215
|
|
|
2020
|
|
18,949
|
|
|
2021
|
|
9,153
|
|
|
2022
|
|
7,427
|
|
|
2023
|
|
2,606
|
|
|
Thereafter
|
|
3,616
|
|
|
Total
|
|
$
|
90,966
|
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
•
|
Revenue, Accounts Receivable and Amounts Due to Payors
|
•
|
Accounting for Income Taxes
|
•
|
Noncontrolling Interests
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
•
|
In August 2019, we issued to two current or former employees an aggregate of 5,306 shares of our common stock in connection with their exercise, on a net settlement basis, of stock options to purchase an aggregate of 8,065 shares of our common stock at a weighted average exercise price of $0.81 per share granted under our equity compensation plans.
|
•
|
In September 2019, we issued to four current or former employees an aggregate of 3,052 shares of our common stock in connection with their exercise, on a net settlement basis, of stock options to purchase an aggregate of 8,047 shares of our common stock at a weighted average exercise price of $3.17 per share granted under our equity compensation plans. In addition, we issued to two current or former employees an aggregate of 5,580 shares of our common stock in connection with such individuals’ cashless exercise of stock options at a weighted average exercise price of $2.06 for aggregate cash consideration to us of $11,510.
|
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
|
|||||
July 1 - July 31
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
August 1 - August 31
|
|
61
|
|
|
$
|
7.39
|
|
|
—
|
|
|
|
|
September 1 - September 30
|
|
2,706
|
|
|
$
|
8.47
|
|
|
—
|
|
|
—
|
|
|
|
2,767
|
|
|
$
|
8.44
|
|
|
—
|
|
|
—
|
|
ITEM 6.
|
EXHIBITS
|
EXHIBIT
NUMBER
|
|
EXHIBIT DESCRIPTION
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
101.INS*
|
|
XBRL Instance Document
|
|
|
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
AMERICAN RENAL ASSOCIATES HOLDINGS INC.
|
|
(Registrant)
|
|
|
|
/s/ Mark Herbers
|
|
Name: Mark Herbers
|
|
Title: Interim Chief Financial Officer and Interim Chief Accounting Officer (Principal Financial and Accounting Officer)
|
November 5, 2019
|
|
(Date)
|
1 Year American Renal Associates Chart |
1 Month American Renal Associates Chart |
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