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OMB APPROVAL
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OMB Number:
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3235-0058
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Expires:
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October 31, 2018
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Estimated average burden
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hours per response
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2.50
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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(Check One)
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☒ Form 10-K ☐ Form 20-F ☐ Form
11-K ☐ Form 10-Q
☐ Form 10-D ☐ Form
N-SAR ☐ Form N-CSR
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For Period Ended:
December 31, 2018
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☐ Transition Report on Form 10-K
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☐ Transition Report on Form 20-F
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☐ Transition Report on Form 11-K
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☐ Transition Report on Form 10-Q
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☐ Transition Report on Form N-SAR
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For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify the Item(s) to which the
notification relates:
PART I — REGISTRANT
INFORMATION
AAC HOLDINGS, INC.
(Full Name of Registrant)
Not Applicable
(Former
Name if Applicable)
200 Powell Place
(Address of Principal Executive Office (
Street and Number
))
Brentwood, Tennessee 37027
(City, State and Zip Code)
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule
12b-25(b),
the following should be completed. (Check box if appropriate)
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☒
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(a)
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The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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(b)
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The subject annual report, semi-annual report, transition report on Form
10-K,
Form
20-F,
Form
11-K,
Form
N-SAR
or
Form N-CSR,
or portion thereof, will be filed on or before
the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form
10-Q
or subject distribution report on Form
10-D,
or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
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(c)
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The accountant’s statement or other exhibit required by Rule
12b-25(c)
has been attached if applicable.
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PART III — NARRATIVE
State below in reasonable detail why Forms
10-K,
20-F,
11-K,
10-Q,
10-D,
N-SAR,
N-CSR,
or the transition
report or portion thereof, could not be filed within the prescribed time period.
AAC Holdings, Inc. (the “
Company
”) has determined that
it is not able to file its Annual Report on Form
10-K
for the fiscal year ended December 31, 2018 (the “
Form
10-K
”) by the prescribed due date
without unreasonable effort or expense. The Company
is conducting an analysis of its estimates of accounts receivable, including its client-related diagnostic services accounts receivable. The Company expects to file the Form
10-K
within the extension period of 15 calendar days as provided under Rule
12b-25
under the Securities Exchange Act of 1934, as amended.
Forward Looking Statements
This Form
12b-25
contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are made only as of the date of this Form
12b-25.
In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,”
“may,” “potential,” “predicts,” “projects,” “should,” “will,” “would,” and similar expressions intended to identify forward-looking statements, although not all forward-looking
statements contain these words. Forward-looking statements may include information concerning the Company’s possible or assumed future results of operations, including descriptions of the Company’s revenue, profitability, outlook and
overall business strategy. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results and performance to be materially different from the information contained in the forward-looking
statements. These risks, uncertainties and other factors include, without limitation: (i) our inability to effectively operate our facilities; (ii) our reliance on our sales and marketing program to continuously attract and enroll clients;
(iii) a reduction in reimbursement rates by certain third-party payors for inpatient and outpatient services and
point-of-care
and definitive lab testing;
(iv) our failure to successfully achieve growth through acquisitions and de novo projects; (v) the possibility that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of an acquisition; (vi) our
failure to achieve anticipated financial results from contemplated and prior acquisitions; (vii) a disruption in our ability to perform diagnostic laboratory services; (viii) maintaining compliance with applicable regulatory authorities,
licensure and permits to operate our facilities and laboratories; (ix) a disruption in our business and reputational and economic risks associated with civil claims by various parties; (x) inability to meet the covenants in our loan
documents or lack of borrowing capacity; (xi) our inability to effectively integrate acquired facilities; (xii) the results and corresponding impact of the Company’s analysis of its estimates of accounts receivable, including its
client-related diagnostic services accounts receivable; and (xiii) general economic conditions, as well as other risks discussed in the “Risk Factors” section of the Company’s most recently filed Annual Report on Form
10-K,
Quarterly Report on Form
10-Q
and other filings with the Securities and Exchange Commission. As a result of these factors, we cannot assure that the forward-looking
statements in this Report will prove to be accurate. Investors should not place undue reliance upon forward-looking statements.