Roadshow Presentation
April 2016
PRIVATE & CONFIDENTIAL
Roadshow Presentation
April 2016
PRIVATE & CONFIDENTIAL
Investor Presentation Roadshow Presentation Roadshow Presentation - - PowerPoint PPT Presentation
Investor Presentation Roadshow Presentation Roadshow Presentation Q2 2016 April 2016 April 2016 PRIVATE & CONFIDENTIAL PRIVATE & CONFIDENTIAL Disclaimers Forward Looking Statements This presentation contains forward-looking
PRIVATE & CONFIDENTIAL
PRIVATE & CONFIDENTIAL
Forward Looking Statements This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements, which have been included in reliance of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, involve risks and uncertainties and assumptions relating to our operations, financial condition, business, prospects, growth strategy and liquidity, which may cause our actual results to differ materially from those projected by such forward-looking statements, and the Company cannot give assurances that such statements will prove to be correct. You can identify forward-looking statements because they do not relate strictly to historical or current facts. These statements may include words such as “aim,” “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “outlook,” “potential,” “project,” “projection,” “plan,” “intend,” “seek,” “may,” “could,” “would,” “will,” “should,” “can,” “can have,” “likely,” the negatives thereof and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. The forward-looking statements appear in a number of places throughout this press release and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate. All forward-looking statements are subject to risks and uncertainties, including but not limited to those risks and uncertainties described in “Risk Factors” and “Special Note Regarding Forward-Looking Statements” in our Prospectus dated April 20, 2016 filed with the SEC that may cause actual results to differ materially from those that we expected. Some of the factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include, among others, the following:
the Medicare ESRD proposed rule for 2017 released June 24, 2016;
prohibiting the corporate practice of medicine or fee-splitting;
damage arising from such matters;
The forward-looking statements made in this presentation are made only as of the date of the hereof. Except as required by law, we undertake no obligation to update any forward-looking statement, whether as a result of new information or otherwise. More information about potential factors that could affect our business and financial results is included in our filings with the SEC. Use of Non-GAAP Financial Measures In addition to the results prepared in accordance with generally accepted accounting principles in the United States ("GAAP") provided throughout this presentation, the Company has presented the following non- GAAP financial measures: EBITDA, Adjusted EBITDA, Adjusted EBITDA less noncontrolling interests (NCI), Adjusted Net Income, and Adjusted Owned Net Leverage, which exclude various items detailed in the Appendix under "Reconciliation of Non-GAAP Financial Measures". These non-GAAP financial measures are not intended to replace financial performance measures determined in accordance with GAAP. Rather, they are presented as supplemental measures of the Company's performance that management believes may enhance the evaluation of the Company's ongoing operating results. Please see "Reconciliation of Non-GAAP Financial Measures" for additional reasons for why these measures are provided.
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Joseph A. Carlucci Jonathan L. Wilcox, CPA
Co-Founder, CEO and Chairman
Co-founded ARA in 1999
President and CEO of Optimal Renal Care
VP of Administration, Fresenius Medical Care
Director of U.S. Operations, Fresenius Medical Care
Regional Manager, Fresenius Medical Care
Facility Administrator, Fresenius Medical Care EVP, COO and Treasurer
Joined ARA in 2003
CFO of ARA 2003-2011
VP and CAO of DaVita
CFO of Palatin Technologies
CFO of MedChem Products
KPMG Peat Marwick Co-Founder, President and Director
Co-founded ARA in 1999
President, Southern Business Unit, Fresenius Medical Care
VP of Operations, N. America, Fresenius Medical Care
Director of Operations, International, Fresenius Medical Care
Regional Manager, Mid- Atlantic & Southeast, Fresenius Medical Care CFO
Joined ARA in 2009
VP of Finance at Vlingo
Executive Director of Finance at Cynosure
Director of Finance at Forrester Research
Audit Manager at Arthur Andersen
Darren Lehrich
SVP, Strategy & Investor Relations
Joined ARA in 2015
Managing Director, Deutsche Bank
Managing Director, Piper Jaffray & Co.
Vice President, SunTrust Robinson Humphrey
Vice President, Furman Selz
John J. McDonough Syed T. Kamal 4
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____________________ (1) As of June 30, 2016. (2) NAG (non-acquired growth) is the average of growth rates for non-acquired treatments for 2012A, 2013A, 2014A and 2015A of 11.7%, 14.8%, 12.4% and 11.7%, respectively. Avg. Treatment Growth CAGR is the compounded annual growth rate for total treatments from 2012A to 2015A of 1,187,390 and 1,804,910, respectively.
Net Revenue: $700 million (LTM June 2016A)
201 clinics serving over 13,750 patients JV partnerships with 369 local nephrologists Operating in 25 states and the District of Columbia
15 or more De Novo clinics opened each year since 2012A
Clinics in State Clinic Location
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487 1,097 1,716 2,048 2,548 3,041 3,740 4,545 5,405 6,628 7,374 8,942 10,095 11,581
# of Clinics # of Patients
13,151 13,755
7 1 8 19 27 31 43 53 64 75 83 93 108 129 150 175 192 201 2000A 2001A 2002A 2003A 2004A 2005A 2006A 2007A 2008A 2009A 2010A 2011A 2012A 2013A 2014A 2015A YTD Jun-16A
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____________________ Source: Press Ganey Performance Difference Report (N=51). Note: Performance scale ranges from 5.00 (Strongly Agree) to 1.00 (Strongly Disagree). (1) Represents performance scores of 4 and above. (2) Press Ganey’s National Physician Average reflects the comparative organizational Engagement of 63,600 physicians in more than 1,200 healthcare facilities in its database. These physicians practice in a variety of settings including both inpatient and ambulatory.
3.45 4.26 4.00 3.77 3.53 4.24 4.06 4.78 4.80 4.90 4.92 4.88 4.88 4.88 ARA National Physician Avg. I would recommend this clinic to
as a good place to practice medicine I am proud to tell people I am affiliated with this clinic I have confidence in ARA’s leadership This clinic treats physicians with respect If I am practicing medicine three years from now, I am confident that I will be working in this clinic This clinic provides high quality care and service I have adequate input into clinic decisions that affect how I practice medicine
Outstanding Physician Satisfaction
% of Favorable Response: ARA Satisfaction(1) Performance Score(2) 98% 98% 98% 100% 100% 98% 98%
Joint Venture Structure Affords Nephrologists Autonomy to Provide Best Care
(average ownership: 54% ARA / 46% physician partners)
treatment, and assessing patients
Technical Staff Medical Director (JV Nephrologist) Clinical Staff Clinic Manager Facility Technical Manager
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10 De Novo 157 Acquired 57 Sold (4) Closed (1) Merged (8) Total 201 Cumulative Clinic Growth Since Inception
De Novo Acquired Total 1 8 19 27 31 43 53 64 75 83 93 108 129 150 175 192 201 1 5 7 3 5 9 5 11 12 7 8 12 16 17 15 16 8 2 5 5 1 3 5 2 3 3 3 6 5 11 2 1 1 7 12 8 6 12 10 13 12 10 11 15 22 22 26 18 9 2000A 2001A 2002A 2003A 2004A 2005A 2006A 2007A 2008A 2009A 2010A 2011A 2012A 2013A 2014A 2015A YTD Jun-16A
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16.0% 16.5% 13.1% 15.4% 15.1% 13.3% 2012A 2013A 2014A 2015A YTD Jun 2015A YTD Jun 2016A
____________________ (1) Total treatment growth normalized for leap year was 12.6% (2) Non-acquired treatment growth normalized for leap year was 11.9%
11.7% 14.8% 12.4% 11.7% 10.7% 12.6% 2012A 2013A 2014A 2015A YTD Jun 2015A YTD Jun 2016A
(1) (2)
Rolling Average Commercial Treatment Mix 2013A-2015A
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$354 $360 $353 $350 $352 $357 $361 $360 $364 $367 2007A 2008A 2009A 2010A 2011A 2012A 2013A 2014A 2015A YTD Jun 2016A
13 scalable regional teams led by seasoned Regional Vice Presidents (RVP)
RVPs oversee 25–30 clinics
and Facility Technical Manager
functional areas
Chief Medical Officers National Managers of Renal Nutrition National Managers of Home Therapies National Social Workers National Project Managers Special Projects Team 3 4 2 4 5 5
____________________ Note: Colored groupings of dots represent a region covered by an RVP.
N = Number of Employees
7.3% 6.2% 6.4% 6.6% 2012A 2013A 2014A 2015A 13
____________________ Source: QIP data from CMS. Source: Press-Ganey ICH-CAHPS Priority Index Survey Data. Surveys received November 2015-January 2016. Industry average based on n=4.719 dialysis facilities. Press-Ganey: Top Rating is a 9-10 Score, based on a scale of 0-10.
Payment Year 2015 (Measurement Year 2013A) Payment Year 2016 (Measurement Year 2014A)
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76% 72% 69% 66% 63% 62% Rating of Dialysis Center Rating of Dialysis Center Staff Rating of Nephrologists
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$356 $421 $496 $561 $653 $700 2011A 2012A 2013A 2014A 2015A LTM Jun 2016A $66 $82 $96 $104 $114 $120 2011A 2012A 2013A 2014A 2015A LTM Jun 2016A $104 $133 $158 $170 $188 $201 2011A 2012A 2013A 2014A 2015A LTM Jun 2016A
____________________ Source: 2013 USRDS Annual Report, CMS, MedPAC, and the U.S. Nephrology Workforce: Developments and Trends (2014); prepared for The American Society of Nephrology. (1) Active Nephrologists includes fellows, nephrologists not involved in patient care and nephrologists without a classification, but excludes, among others, pediatric nephrologists and nephrologists involved in administration, teaching and research.
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10,412 369
Total Active Nephrologists (1) ARA Nephrologist Partners
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1 1 2 3
A B
Disciplined Focus on Facility Acquisitions
Target Accretive Effective Purchase Price Multiple
Implement ARA Physician Partnership Model
Premier Brand Recognition and Industry Reputation
Clinical Autonomy for Physicians
Extensive Operational and Managerial Support
High Physician Partner Satisfaction
Predictable Growth
Assist Physicians in Growing Their Practices
Predictable De Novo Ramp of Existing Clinics
Capacity Expansion
Growing Incidence and Prevalence
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____________________ Note: Figures for clinic openings are 2012 through June 30, 2016.
32 41 34 30 2012A 2013A 2014A 2015A 1.9 2.4 2.0 1.8 2012A 2013A 2014A 2015A
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– Treatment growth – Revenue cycle
– Operating efficiencies
3 3 6 5 11 2 1 2010A 2011A 2012A 2013A 2014A 2015A YTD Jun-16A
____________________ (1) Excludes one clinic that was consolidated soon after acquisition.
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____________________ (1) Average of growth rates for non-acquired treatment for 2012A, 2013A, 2014A and 2015 A of 11.7%, 14.8%, 12.4% and 11.7%, respectively. (2) Average of growth rates for total number of treatment for 2012A, 2013A, 2014A and 2015A of 16.0%, 16.5%, 13.1% and 15.4%, respectively. (3) Normalized NAG for leap year was 11.9% for YTD Jun-16. (4) Normalized treatment growth for leap year was 12.6% for YTD Jun-16.
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NCI Adjusted EBITDA-NCI
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$356 $421 $496 $561 $653 $700 2011A 2012A 2013A 2014A 2015A LTM Jun 2016A $66 $82 $96 $104 $114 $120 $38 $51 $62 $66 $74 $82 $104 $133 $158 $170 $188 $201 2011A 2012A 2013A 2014A 2015A LTM Jun 2016A
1,187,390 1,382,548 1,563,802 1,804,910 2012A 2013A 2014A 2015A $357 $361 $360 $364 $247 $248 $253 $262 2012A 2013A 2014A 2015A RPT CPT
____________________ (1) Cost per treatment (CPT) includes patient care expense, G&A expense and provision for doubtful accounts. (2) Excludes recorded $20.7mm of incremental stock-based compensation expense in 2013A.
(2)
8,942 10,095 11,581 13,151 2012A 2013A 2014A 2015A 11.7% 14.8% 12.4% 11.7% 2012A 2013A 2014A 2015A
(1)
12.7%
Average Non-Acquired Treatment Growth 2012A-2015A
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____________________ (1) YTD Jun-16 normalized for leap year: total treatment growth of 12.6% and NAG of 11.9%. (2) Cost per treatment (CPT) includes patient care expense, G&A expense and provision for doubtful accounts. Q2’16 and YTD Jun-16 excludes $1.4M (PT Care) and $8.0M (G&A) associated with stock based compensation related to modification of options and other transactions at the time of the IPO.
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$365 $375 $361 $367 $263 $267 $263 $267 Q2'15 Q2'16 YTD Jun-2015A YTD Jun-2016A RPT CPT
(2)
$161,501 $185,567 $310,824 $357,698 Q2'15 Q2'16 YTD Jun-2015A YTD Jun-2016A 11.7% 10.8% 10.7% 12.6% 4.4% 1.0% 4.4% 0.7% 16.1% 11.8% 15.1% 13.3% Q2'15 Q2'16 YTD Jun-2015A YTD Jun-2016A Non-Acquired Treatment Growth Acquired Treatment Growth
(1)
$27,984 $31,630 $53,011 $58,849 Q2'15 Q2'16 YTD Jun-2015A YTD Jun-2016A
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$94 $118 $134 $62 $89 2013A 2014A 2015A YTD Jun-15A YTD Jun-16A
$58 $68 $79 $41 $44 2013A 2014A 2015A YTD Jun-15A YTD Jun-16A
____________________ (1) Includes $21mm pre-tax loss on early extinguishment of debt. (2) Defined as balance of accounts receivable at the end of the period divided by average daily revenue during the period.
(1)
$7 $8 $11 $5 $6 2013A 2014A 2015A YTD Jun-15A YTD Jun-16A
$31 $32 $35 $23 $28 2013A 2014A 2015A YTD Jun-15A YTD Jun-16A 48 Days
DSO (2)
43 Days 40 Days 42 Days 38 Days
____________________ Note: Numbers may not add due to rounding. (1) Adjusted owned net leverage defined as (Total Owned Debt – Total Owned Cash) / LTM Adjusted EBITDA –NCI. Owned debt includes ARA’s guaranteed portion of clinic-level debt and owned cash includes ARA’s proportionate interest of clinic-level cash. (2) Contains First lien term loan which bear interest at LIBOR + 3.50%, subject to a LIBOR floor of 1.25%, with maturity date of Sep-19 plus other Corporate debt with various interest rates and maturity dates. (3) Clinic level debt with various interest rates and maturity dates.
28 6.5x 5.7x 5.1x 5.0x 3.7x 2013A 2014A 2015A Mar-2016A Jun-2016A
($ in millions)
Total ARA ARA "Owned" Cash (other than clinic-level cash) $19.1 $19.1 Clinic-level cash 74.2 37.0 Total Cash $93.3 $56.1 Debt (other than clinic-level debt) (2) 439.4 439.4 Clinic-level debt (3) 124.1 62.4 Unamortized debt discount and fees (5.0) (5.0) Total Debt $558.4 $496.7 Net Debt (total debt - total cash) $440.6 Adjusted EBITDA less NCI, LTM $119.7 3.7x As of June 30, 2016 Adjusted Owned Net Leverage (1)
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____________________ Note: (N) refers to years of dialysis experience.
Syed Kamal (Co-Founder, President and Director) (36) Joe Carlucci (Co-Founder, CEO and Chairman) (38) John McDonough (EVP, COO, Director and Treasurer) (18) Michael Costa (VP, General Counsel & Secretary) (10) Jon Wilcox, CPA (VP and CFO) (7) VP, Reimbursement (14) Darren Lehrich (Sr. VP, Strategy & Investor Relations) (1) VP, Technical Services (22) VP, Clinical and
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and Reg. Svcs (26) VP, Administration (4) VP, Education & Quality (39) Director of HR (13) VP, Applications (7) Director of Government Affairs (29) VP, Clinical Administration (20) VP, Corporate Compliance (1) VP and Chief Accounting Officer (5)
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____________________ Note: (1) See definition and reconciliation for Adjusted EBITDA and Adjusted EBITDA less noncontrolling interests on p. 36.
(in thousands, except operating data) 2014 2015 2016 Statement of Income Data: March 31, June 30, September 30, December 31, March 31, June 30, September 30, December 31, March 31. June 30, Net patient service operating revenues $129,582 $139,420 $141,826 $149,906 $149,323 $161,501 $167,946 $174,211 $172,131 $185,567 Operating Income 29,193 35,593 36,864 37,684 32,249 37,880 38,688 42,033 37,476 33,733 Net income 16,695 20,948 22,269 22,494 18,580 23,181 23,596 27,720 22,557 13,396 Less: Net income attributable to NCI (14,347) (16,638) (17,438) (17,786) (15,704) (18,159) (19,491) (20,878) (18,801) (22,488) Net income attributable to ARAH, Inc. $2,348 $4,310 $4,831 $4,708 $2,876 $5,022 $4,105 $6,842 $3,756 ($9,092) Other Financial Data: Adjusted EBITDA (including NCI) (1) $36,390 $43,050 $44,852 $46,189 $40,731 $46,143 $49,169 $52,012 $46,020 $54,118 Percentage of net patient service operating revenues 28.1% 30.9% 31.6% 30.8% 27.3% 28.6% 29.3% 29.9% 26.7% 29.2% Adjusted EBITDA-NCI (1) 22,043 26,412 27,414 28,403 25,027 27,984 29,678 31,134 27,219 31,630 Percentage of net patient service operating revenues 17.0% 18.9% 19.3% 18.9% 16.8% 17.3% 17.7% 17.9% 15.8% 17.0% Adjusted EBITDA-NCI as % of Fiscal Year 21.1% 25.3% 26.3% 27.2% 22.0% 24.6% 26.1% 27.4% N/A N/A Capital Expenditures 8,918 7,700 12,705 10,526 10,997 16,895 10,005 8,376 16,396 17,825 Development capital expenditures 7,412 6,024 11,282 7,341 9,065 14,219 6,440 5,588 13,538 14,935 Maintenance capital expenditures 1,506 1,676 1,423 3,185 1,932 2,676 3,565 2,788 2,858 2,890
Reconciliation of Non-GAAP Financial Measures We use Adjusted EBITDA and Adjusted EBITDA-NCI to track our performance. “Adjusted EBITDA” is defined as net income before income taxes, interest expense, depreciation and amortization, as adjusted for stock-based compensation, loss on early extinguishment of debt, transaction-related costs, income tax receivable agreement expense, and management
information useful for evaluating our business and understanding our operating performance in a manner similar to management. We believe Adjusted EBITDA is helpful in highlighting trends because Adjusted EBITDA excludes the results of decisions that are outside the operational control of management and can differ significantly from company to company depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which companies operate and capital investments. We believe Adjusted EBITDA-NCI is helpful in highlighting the amount of Adjusted EBITDA that is available to us after reflecting the interests of our joint venture partners. Adjusted EBITDA and Adjusted EBITDA-NCI are not measures of operating performance computed in accordance with GAAP and should not be considered as a substitute for operating income, net income, cash flows from
EBITDA-NCI may not be comparable to similarly titled measures of other companies. Adjusted EBITDA and Adjusted EBITDA-NCI may not be indicative of historical operating results, and we do not mean for it to be predictive of future results of operations or cash flows. Adjusted EBITDA and Adjusted EBITDA-NCI have limitations as analytical tools, and you should not consider these items in isolation, or as substitutes for an analysis of our results as reported under GAAP. Some of these limitations are that Adjusted EBITDA and Adjusted EBITDA-NCI: do not include stock-based compensation expense; do not include transaction-related costs; do not include depreciation and amortization—because construction and
include interest expense—as we have borrowed money for general corporate purposes, interest expense is a necessary element of our costs and ability to generate profits and cash flows; do not include income tax receivable agreement expense; do not include loss on early extinguishment of debt; do not include certain income tax payments that represent a reduction in cash available to us; and do not reflect changes in, or cash requirements for, our working capital needs. In addition, Adjusted EBITDA is not adjusted for the portion of earnings that we distribute to our joint venture partners. You should not consider Adjusted EBITDA and Adjusted EBITDA-NCI as alternatives to income from operations or net income, determined in accordance with GAAP, as an indicator of
This presentation of Adjusted EBITDA and Adjusted EBITDA-NCI may not be directly comparable to similarly titled measures of other companies, since not all companies use identical calculations. We use Adjusted net income attributable to American Renal Associates Holdings, Inc. because it is a useful measure to evaluate our performance by excluding the impact of one-time
Holdings, Inc. plus transaction-related expenses, loss on early extinguishment of debt, management fees, income tax receivable agreement expense, and share-based compensation due to option modifications and other transactions at the time of the Company’s initial public offering, net of taxes. We use Adjusted weighted average number of diluted shares to calculate Adjusted net income attributable to American Renal Associates Holdings, Inc. per share. Adjusted weighted average number of diluted shares outstanding is calculated using the treasury method as if certain unvested in-the-money options subject to a contingency are treated as being vested. We use Adjusted cash provided by operating activities less distributions to NCI because it is a useful measure to evaluate the cash flow that is available to the Company for investment in property, plant and equipment, debt service, growth and other general corporate purposes. “Adjusted cash provided by operating activities less distributions to noncontrolling interests” is defined as cash provided by operating activities plus transaction-related expenses less distributions to noncontrolling interests. We use Adjusted owned net debt because it is a useful metric to evaluate the Company’s pro rata share of our interests in the cash on our balance sheet and the pro rata share of the debt guaranteed by the Company. “Adjusted owned net debt” is defined as Debt (other than clinic-level debt) plus Clinic-level debt guaranteed by American Renal Associates Holdings,
twelve months Adjusted EBITDA less NCI.
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____________________ Note: (1) Non-recurring charges include: $0.6 in million transaction-related costs in 2011, $33.9 million loss on early extinguishment of debt and $0.5 million in transaction-related costs in 2013, $2.1 million in transaction related costs for 2015, and $7.8 million related to income tax receivable agreement expenses and $4.7 million loss on early extinguishment of debt and $2.2 million of transaction costs in 2016.
Reconciliation of Net Income to Adjusted EBITDA ($ in thousands)
2011 2012 2013 2014 2015 Q2'16 YTD Jun-16 LTM Jun-16 Net income $40,436 $59,762 $41,627 $82,406 $93,077 $13,396 $35,953 $87,269 Interest expense, net 36,236 40,884 43,314 44,070 45,400 8,941 21,199 43,776 Income tax expense (benefit) 4,400 8,953 (8,200) 12,858 12,373 (1,147) 1,514 8,342 Depreciation and amortization 17,865 20,991 23,707 28,527 31,846 8,252 15,929 32,603 Stock-based compensation 3,649 897 21,342 1,047 1,451 9,838 10,224 11,072 Management fee 689 1,297 1,438 1,573 1,822 80 537 1,389 Non-recurring charges (1) 604 34,454 2,086 14,758 14,782 16,868 Adjusted EBITDA (including noncontrolling interests) $103,879 $132,784 $157,682 $170,481 $188,055 $54,118 $100,138 $201,319 Less: Net income attributable to noncontrolling interests (37,530) (50,808) (62,074) (66,209) (74,232) (22,488) (41,289) (81,658)
Adjusted EBITDA less noncontrolling interests $66,349 $81,976 $95,608 $104,272 $113,823 $31,630 $58,849 $119,661
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____________________ Note: Dollars in thousands, except per share data (1) Share-based compensation due to option modification and other transactions at the time of the IPO are considered one-time costs. (2) Transaction-related costs due to the IPO and debt refinancing, including accounting, valuation, legal and other consulting and professional fees. (3) Changes in fair values of contractual noncontrolling interest put provisions are related to certain put rights that may be accelerated as a result of the IPO. (4) Adjusted weighted average number of diluted shares outstanding calculated using the treasury method as if 2.8 million shares related to unvested in-the-money options subject to a contingency are vested.
Reconciliation of Net Income (Loss) Attributable to American Renal Associates Holdings, Inc. to Adjusted Net Income Attributable to American Renal Associates Holdings, Inc.: June 30, 2016 Net income (loss) attributable to American Renal Associates Holdings, Inc. $ ( 9,092 ) Change in the difference between the estimated fair values of contractual noncontrolling interest put provisions and estimated fair values for accounting purposes of the related noncontrolling interests ( 12,133 ) Net income (loss) attributable to American Renal Associates Holdings, Inc. for basic earnings per share calculation $ ( 21,225 ) Adjustments: Share-based compensation due to option modification and IPO transactions (1) 9,448 Transaction-related costs (2) 2,215 Loss on early extinguishment of debt 4,708 Total pre-tax adjustments $ 16,371 Tax effect 6,789 Income tax receivable agreement expense 7,835 Change in the difference between the estimated fair values of contractual noncontrolling interest put provisions and estimated fair values for accounting purposes of the related noncontrolling interests (3) 12,133 Total adjustments, net $ 29,550 Adjusted net income attributable to American Renal Associates Holdings, Inc. $ 8,325 Basic shares outstanding 28,406,999 Adjusted effect of dilutive stock options (4) 3,322,325 Adjusted weighted average number of diluted shares used to compute adjusted net income attributable to American Renal Associates Holdings, Inc. per share (4) 31,729,324 Adjusted net income attributable to American Renal Associates Holdings, Inc. per share $ 0.26 Three Months Ended
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TRA payments calculated based on cash tax savings from pre-IPO option deductions
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ARA generally will pay to the pre-IPO investors 85% of such tax savings
including the amount / timing of exercise of pre-IPO options, the future share price at the time of exercise, and timing of the taxable income ARA generates in the future
pre-IPO options
after December 31, 2018
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Pursuant to GAAP accounting rules, ARA recorded a liability for the present value estimate of the future payouts (i.e., 85% of such future tax savings), which liability will be divided into a current portion (expected to be realized in the next 12 months) and a long-term portion
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However, the corresponding future tax benefit asset (for 100% of the future tax savings) is not recorded on the balance sheet
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ARA will re-measure the TRA liability each period and take a P&L charge or credit (as applicable)
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