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I think I agree with you but something isn't right. I feel like you are missing something. I tried call the company and the guy was nasty to me and said to just read the s-4. Have you tried calling them?
okay.... were stuck at 25.00 but aac is up to 27.00 per share
times 1.57 per fter share.... we should be closer to 39.00.....just no one knows about this IMO
The link provided by Stockpennies takes you to the filing
http://ir.americanaddictioncenters.org/Cache/25909451.pdf?IID=4544120&FID=259094
The relevant information is on page three where it breaks down the following
1) Pursuant to the merger, for each share of AAC common stock you own at the effective time of the merger, you will receive 1.571119 shares of
Holdings common stock.
2) AAC common stock trades on the OTCBB under the
symbol “FTER”, and Holdings common stock trades on the New York Stock Exchange under the symbol “AAC”.
Can someone post links to these filings please? thanks
All I know is....
I am now Buying FTER!!
Question... when I look up the PE ratio for AAC I'm seeing like 6-700s. Is this right? I'm very optimistic otherwise but is AAC overvalued and likely to fall before we get our 1.57 for 1. Don't want to be a naysayer but just wondering if I should sell if this thing hits close to 40.
Thanks
Folks, any doubt about FTER = AAC commons...
Just look at the current listing of shares traded today under the "AAC" ticker... they are listed as ACC HOLDINGS shares, which have only been traded for a few months on the NYSE. AAC COMMONS that they talk about in the S-4 are the current FTER shares.... what else could they be becuase there are no other shares traded for this company except these two!!??
Rights of Dissenting Stockholders (see page 110)
Nevada law permits you to have the “fair value” of your shares of AAC common stock determined by a court and paid to you in cash by AAC rather than
accepting the consideration you would otherwise receive in the merger. This value may be more or less than the market value of the 1.571119 shares of Holdings
common stock issuable for each share of AAC common stock in the merger. See the section entitled “The Merger—Dissenter’s Rights” of this notice/prospectus.
If you wish to exercise appraisal rights and obtain appraisal of the fair value of your shares, you must demand in writing from AAC appraisal of your shares of
AAC common stock by the date set forth in the dissenter’s notice. The relevant provisions of Nevada law concerning the exercise of appraisal rights are technical in
nature and complex. You may wish to consult promptly with legal counsel because the failure to comply strictly with these provisions may result in waiver or
forfeiture of your appraisal rights.
The date set forth is for dissenter's rights only. Buying shares now of FTER will be converted to AAC commons at 1.57:1 !!! BUY'EM up folks!!!!!!!!!!!!!!!!!!!!!!!!
Two things....
I've owned this stock since 2009 (FTER) pre split. Had 1.4 million shares at .07 cents per share. Post split I had 14,000 shares. The price since that time was always only a few dollars or less, going all the way down to .50. and it has remained aound a buck or two for years. SO, the fact that there are only 153K shares did not make the stock move then. the new merger deal, with a 1.57 to 1 stock ratio from FTER shares to AAC Holdings shares is what is making this move higher.
Second, I believe you are right in that there is no wording that I saw in the S-4 that says anything about having to own shares before 10-31-14 in order to get this deal.
All I have to say is, let the fun continue this week! Heck, if my shares or FTER are currently worth $39 per share according to this merger aggreement, then we will see the price go into the $30's real soon once word gets out. Heck, I might be BUYING more if it only stays low for a while longer!! Tell your friends!! It is money on the table waiting for takers IMO!!!
Yeah, you're right. I saw nothing stated in the S-4 that it is effective yet and I think there will be a press release when it is.
Found this in the actual agreement on page A-1:
"the Merger shall become effective upon the filing of the Articles of Merger with the Secretary of State of the State of Nevada (the “Effective Time”)."
I looked on the Secretary of State website for AAC Holdings, Inc., AAC Merger Sub, LLC, and American Addiction Centers, Inc. and found no filings for the Articles of Merger. Who knows that it's not stamped as filed on a clerk's desk and not uploaded into the website, but still looks like the merger is not considered effective yet.
For instance. If someone held 1000 shares of FTER that would equal...
1000 x 1.571119 = 1571 shares of AAC holdings
1571 x $25 (price of AAC holdings now) = $39,275
$39,275 / 1000 of your original FTER shares = $39.275
Probably means you don't have appraisal rights if you bought after October 31st, and they can deny "demand of payment"(a cash "fair value" appraisal for your shares, meaning if you thought your shares are worth more than what the exchange rate of the merger is saying now you have the right for an appraisal, by whom, i don't know) but they would still give you the 1.57 ratio of their stock. Not sure, looks like we are all learning a little.
I see FTER trading in the 20's this week after more people have gotten word of this. It's just not shooting up fast because there are not a lot of shares out there to be had. Fair price for FTER shares are about 35. JMO
What I don't understand is, the s-4 says:
"Pursuant to the merger, for each share of AAC common stock you own at the effective time of the merger, you will receive 1.571119 shares of Holdings common stock. "
But on page 111 it says this:
"Pursuant to NRS 92A.470, AAC may elect to withhold payment from you if you were not the beneficial owner of shares of AAC common stock before October 31, 2014, representing the date of the first announcement of the merger and the terms of the merger to the news media."
Page 111 deals with dissenters rights. But it almost makes me think that you had to have been the owner of the shares prior to the filing of the s-4 in order to benefit from the merger. If that's the case, what happens to the shares that were scooped up after 10/31? Or does this not count as the "effective time of the merger" as stated in the first quote?
Also says this on the S-4 regarding outstanding shares, page 1.
(1) Based upon the maximum number of shares(293,243) of common stock that may be issued pursuant to the merger described in the notice/prospectus forming a part of this registration statement, calculated as the product of (a) 186,452, representing the aggregate number of shares of common stock, par value $0.001 per share, of American Addiction Centers, Inc. outstanding on October 30, 2014 (other than shares owned by the registrant and its wholly-owned subsidiaries) and (b) the exchange ratio of 1.571119 shares of AAC Holdings, Inc. common stock for each share of American Addiction Centers, Inc. common stock, rounded up to the nearest whole share for each beneficial holder.
I confirmed the float with a ameritrade corp relations representative. Some quoting websites show old info
I don't think that is accurate...
Besides, it doesn't matter; 1.571 of AAC for every share of FTER!! That's all that counts and is the reason this is taking off.
with only a 154,000 float this stock has no where to go except higher!!!
appendix F-9 .... AAC commons = FTER commons!!!!!!!!!!!!!
1. Description of Business AAC Holdings, Inc., a Nevada corporation (collectively with its subsidiaries, the“Company”
or “Holdings”), was incorporated on February 12, 2014 for the
purpose of acquiring the common stock of American Addiction Centers, Inc., a Nevada corporation incorporated on February 27, 2007 (“AAC”, formerly known as Forterus, Inc.) and to engage in certain reorganization transactions on April 15, 2014. In these Notes to Consolidated Financial Statements of AAC Holdings, Inc. and Subsidiaries, unless otherwise indicated, the “Company” refers, prior to April 15, 2014, to American Addiction Centers, Inc., and, as of and after April 15, 2014, to AAC Holdings, Inc., in each case together with its consolidated subsidiaries. Accordingly, all financial information herein relating to periods prior to the completion of the Reorganization Transactions is that of AAC and its consolidated subsidiaries. See further discussion in Note 18. The Company, headquartered in Brentwood, Tennessee,
provides substance abuse treatment services for individuals with drug and alcohol addiction. The Company also provides treatment services for clients struggling with
behavioral health disorders, including disorders associated with obesity. Currently, the Company, through its subsidiaries, operates six substance abuse treatment facilities located in Texas, California, Florida and Nevada and a facility in Tennessee that provides treatment services for men and women who struggle with obesity-related behavioral disorders. During 2012 the Company had arrangements with four treatment facilities in California to provide addiction and chemical dependency services to clients sourced by the Company. The Company discontinued using three of these treatment facilities in the second half of 2012 and the final arrangement was
terminated in April 2013. On March 7, 2012, the Greenhouse treatment facility in Texas obtained its license for 70 residential beds and began accepting clients. On
January 1, 2013, the Desert Hope treatment facility in Las Vegas, Nevada obtained its license for 148 residential beds and began accepting clients. In the third quarter of
2013, the Company, through a wholly owned subsidiary, began providing laboratory services to some of the Company’s treatment facilities.
page 105 from the S-4....
In the merger, each outstanding share of AAC common stock will be converted into 1.571119 shares of Holdings common stock. If the shares of Holdings common stock that you would receive in the merger includes a fraction of a share of Holdings common stock, Holdings will round up the fractional share to the nearest whole share of Holdings common stock.
FTER = AAC commons!!!!!
S-4 page 91.... !!!!!!!!!!!!!!!!
As of October 30, 2014, there were 21,081,334 shares outstanding and approximately 67 holders of record of Holdings shares. As of October 30, 2014, there were 9,420,038 shares of AAC common stock outstanding and approximately 62 holders of record of AAC shares. The number of shares outstanding for Holdings gives effect to a 1.571119-for-1 stock split in the form of a stock dividend effected on September 18, 2014.
Neither Holdings nor AAC declared any cash dividends during the periods indicated. The market prices of Holdings common stock and AAC common stock will fluctuate between the date of this notice/prospectus and the completion of the merger. No assurance can be given concerning the market prices of Holdings common stock or AAC common stock before the completion of the merger or the market price of Holdings common stock after the completion of the merger. Holdings and AAC stockholders are advised to obtain current market prices for Holdings common stock and AAC common stock. The timing and amount of future dividends will depend upon earnings, cash requirements, the financial condition of Holdings and its subsidiaries and other factors deemed relevant by the Holdings board of directors
Also from the s-4...
Our History
In 2004, Jerrod Menz, our President, established a residential drug and alcohol treatment company. In 2008, it was acquired by Forterus, Inc. In 2011, Forterus acquired Performance Revolution (d.b.a. FitRx), which was owned by Michael Cartwright, our Chief Executive Officer. Utilizing Mr. Cartwright’s and Mr. Menz’s skills and prior experiences developing de novo facilities, Forterus began identifying properties to develop into residential treatment centers. In 2011, we purchased Greenhouse, which opened in March 2012, and Desert Hope, which opened in January 2013. In 2012, we consummated the TSN Acquisition, which added three facilities (one of which was subsequently closed) and a national sales and marketing program. In conjunction with the TSN Acquisition, we changed our name to American Addiction Centers,
Inc.
So, from all this I understand it to be correct that all holders of AAC commons (FTER) will get 1.57 for every 1 of FTER stock. Buy'em up folks!!!
From the S-4 filed 10-31-14 ....
Q: What is the merger?
A: The merger is the merger of AAC Merger Sub, LLC (“Merger Sub”),a newly formed wholly-owned subsidiary of AAC Holdings, Inc.(“Holdings”), with and into American Addiction Centers, Inc. (“AAC”), also a subsidiary of Holdings. AAC will be the surviving corporation in the merger and will become a wholly-owned subsidiary of Holdings. As a result, stockholders of AAC who do not properly exercise appraisal rights will have their shares of AAC common stock converted into shares of holdings common stock.
Q: What will I receive in the merger?
A: You will receive 1.571119 shares of Holdings common stock in exchange for each share of AAC common stock that you hold on the effective date of the merger, unless you properly exercise your appraisal rights. The 1.571119-to-1 ratio was set in order to provide current holders of AAC common stock who did not
participate in the Private Share Exchange in April 2014, as discussed below, with an amount of shares of Holdings common stock that would equal a one-for-one exchange (after giving effect to the 1.571119-to-1 stock split effected by Holdings on September 18, 2014). We will not issue fractional shares of Holdings common stock in the merger. Instead, we will round the total number of shares of Holdings common stock you are entitled to receive up to the nearest whole number of
shares.
You're math is right rjh, just hope AAC can hold it's value or increase till we get our new stocks or that FTER will shoot up to like $40 with some volume!
Not sure what's going on...
But if the s-4 is saying what it presumably says, Christmas this year has come early!!! Guess I was a good boy... ;) Thank God i left this in my portfolio!
boy... i thought i was happy with 4k shares wish i had 7k...did you look into the s-4 etc....i still have my doubts but the stock is going the wrong way if we were wrong...early christmas if were right
As the Mc D's commercial says....
I'm lovin' it! It is amazing how I have kept this stock for over 5 years... I had over a million shares pre split... had 14,000 post split.... sold some, but kept about 7,000 shares... someone tell me if I'm doing the math right here;
7,000 shares x 1.57 = 10,990 shares ACC x $25 = $274,750
Thank you Lord Jesus!!!!
here we go!!!! 11.00 printed too bad not enough volume
Some new info for all that are interested...
I called the transfer agent: American Stock Transfer & Trust Company, LLC and the representative, Sarah, stated that she did not see any mailings in their system to indicate that they sent out the Letter of Transmittal. However, the normal process is that the company (so AAC Holdings, Inc. in this case) will issue a press release and then at that time they will send out the mailing. She said that it takes about a month for the process to be carried out, so we may have to wait a month to get the transfer packet to sign to get out new shares of AAC.
The Form S-4 also mentions "AAC Merger Sub, LLC is a newly-formed Nevada limited liability company organized by Holdings for the sole purpose of effecting the merger.
I also looked on the Secretary of State website for Nevada and saw that AAC Merger Sub, LLC filed its Articles of Organization with the state on 10/28/14, 3 days before the S-4 form was filed with SEC.
I feel like I should be buying more of this stock but that is so wrong after what happened...
Thanks for the info both of you have found on this. It appears that stockpennies is correct and I/we could be sitting on a large amount of money. Hopefully AAC shoots up to like 40 before the 1.57 split.
Stockpennies....keep us posted if you find out anything else. I'm not in a position where I can do any research on this right now. Thanks.
too bad much of this info doesn't show up unless you did deep....even ameritrades latest info on FTER is from october 7th.....imo , some people are selling way too early
thanks
somehow i didnt see that on the S-4....im starting to think more and more this is for real i.e. 1.57 of AAC per share of fter
listened to the AAC conference call and sounds like more great earnings to come aac up 2.63 per share to 24.23 per share that would be approx 36.35 for each of our shares of fter IMO
On page 3 of the S-4 filing....
"AAC common stock trades on the OTCBB under the symbol “FTER”, and Holdings common stock trades on the New York Stock Exchange under the symbol “AAC”.
just got off phone with ameritrade corporate relations and confirmed a float of about 154,000 shares
he also looked at the s-4 and said he sees the same thing I see, and he reads it the same way as I do... that each share of the common will be exchanged for 1.57 ... shares of the new AAC holdings...he had the same theory as me, that the reason the stock is not going to zero is because of this and that with such a small float its hard for the fter stock to rise to the par with AAC holdings, which by the way is having a killer day!!!! currently 24.90 per share (great earnings report) god I hope im right on this and not missing something
So are those original FTER shares from right before the split part of the current 20 million O/S? Those were bought for under .01 back then.
THERE WAS A 100=1 REVERSE SPLIT A YEAR OR SO AGO MAYBE LONGER AGO
critical sal try calling fter investor relations and speak with TRIPP SULLIVAN WITH SCR PARTNERS
615-760-1104 MAYBE YOU CAN GET MORE INFO OUT OF HIM THAN ME
looks good for you, and I'm glad. just curious, how much are the stocks bought 5 years ago for .05 share, equal to in value towards the shareprice today, taking into account the share structure changes? was there just that one 10-1 split? how did it get from the $1 offering to an $18 offering after that?
too bad my subpenny shares didn't go straight to $25!
in ameritrade, google etc if you use FTER THE NAME OF THE company shows as a
AMERICAN ADDICTION CENTERS INC THE NEW HOLDING COMPANY SYMBOL IS AAC UP TO 25.25 DUE TO BLOWOUT EARNINGS RELEASED TODAY...I HOPE IM RIGHT ABOUT THIS AS WELL
TRYING TO GET SOMEONE WHO KNOWS WHATS GOING ON... so far ameritade reps worthless
I just don't see FTER or Forterus next to any of the 1.57s. Just the AAC common. I really hope you're right on this.
i think if they were going to wipe us out the stock price would be heading toward zero....it clearly states in the s-4 1.57 for each share of acc fter
critical sal....that link will take you to the web page that has investor relations click on filings the s-4 is there plus just released blowout earnings!!!!
Thanks, I didn't see anything about a date. Are our shares considered AAC common shares? The fact that their still named FTER concerns me a bit. I guess I should be happy there some life here!
Can you kindly tell me where to find this S-4? I'm in the same boat as you, I own a lot of these shares and I'm curious to see what the future may bring.
Thanks in Advance.
Haven't been on this board for years. Gave up hope after the reverse split. If I read the S-4 correctly that released on October 31st, we will be getting 1.57911 shares of AAC holding for every share of fter
ACC holding closed today at 21$ and change...this probably explains the start of the rise....may be able to retire if this accurate.. I Hope I'm right about this. But ..I'm no expert reading s-4 filings. Got a guy on the phone from the investor relations. Tripp Sullivan ...he wouldn't tell me anything except refer to the S-4
With only 153K shares float...
... no wonder the price is sky rocketing... I like!
Don't look now, but just when you think all is lost...
KABOOM!
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Forterus is dedicated to serving the middle class with its "A Better Tomorrow" facility in Murrieta, California, and it caters to higher end clients with Dana Point Recovery, a clinic in Dana Point in coastal Orange County, one of the most beautiful areas in the world. The clinics provide a 28-day to 90- day treatment program. There is also a separate treatment program for adolescents, and Spanish-language treatment services. ABTTC, INC. has achieved annual growth rates topping 34 percent every year since its founding and is dedicated to growing by acquiring more treatment facilities in Southern California. Its focus on long term recovery by using relapse prevention and family friendly components surpasses all industry standards in the addiction field. It also offers an intensive outpatient program.
Here on A Better Tomorrow, you get the very best of the drug rehabilitation centers in the world, helping people nationwide fight alcohol and drug addiction. Our treatment centers are accredited by the CARF, we are able to work with insurance companies nationwide, and all of our staff hold high credentials including many with master level degrees. You need experience to help with addiction, whether you are afflicted or a loved one is. We can help.
We focus on long term recovery by using relapse prevention and family friendly components which surpass industry standard in the addiction field. When taken together, using the right rehab clinic and drug rehabilitation center costs less than you think. After all, so many addicts lose jobs and careers, families and friends, and many other things you simply cannot put a price on. In terms of jobs and careers, it's tough for anyone suffering drug or alcohol addiction to maintain a job; they lose them more often than not. Thousands if not tens of thousands is spent on drugs and alcohol, or on decisions made while using. In turn, families and friends lose trust in the addict, or decide to give up on them. Addiction is a powerful thing to suffer with alone, but often is incredibly hard on friends and loved ones too. The answer is the right drug rehabilitation center, and the right alcohol rehab service.
Our intensive outpatient program is truly priceless, and combined with our sober living facilities it solves the problem of addiction for many. How? It offers a stable, loving, and caring environment overseen by professionals who have more experience than most family and loved ones. We know how to handle addicts because of our years experience. Our main goal for clients is to set their own goals for long term recovery. Simply getting a job back or making apologies isn't enough. Often there are other problems involved in using drugs and alcohol at the outset, like anxiety, depression, bi-polar disorder, and many other psychological problems.
Founded in 1966, as the Commission on Accreditation for Rehabilitation Facilities, CARF is a private, not-for-profit organization that promotes quality rehabilitation services. It does this by establishing standards of quality for organizations to use as guidelines in developing and offering their programs or services to consumers. CARF uses the standards to determine how well an organization is serving its consumers and how it can improve. Every year the standards are reviewed and new ones are developed to keep pace with changing conditions and current consumer needs. At A Better Tomorrow our accreditation is means of demonstrating our commitment to quality for clients and their family members. We strive to stay above the standards by providing consistent care in accordance with the newest, evidence-based information. The more innovative our treatment is, the better we can adjust to the fast-paced field of Addiction Recovery. Out of the thousands of programs, only 5% have achieved this status of being accredited.
Josie Gann, CADCA | Josie is consistent in upholding the social-model aspect of our program, by being a role model to those who come in sick and tired. A very close connection to her own recovery makes Josie a staple in the community, through service, support, and activities. With over 10 years of experience, she incorporates the best practices for continual success through the individualization of treatment plans. As the Program's Director, her input was instrumental in A Better Tomorrow's Accreditation process. Her lengthy efforts were well worth the accomplishment of being State Certified and CARF Accredited. |
Jim Fent, MFT | Jim Fent has worked in the medical field for the past 20 years. With a special interest in chronic pain and disability, he has a familiarity with dealing with those who have abused pain medication while going through pain management. As a unique addition to the Treatment Team, Jim gets across to the addict and alcoholic who hide behind the facade of abusing prescriptions. A licensed physical therapist and a Director of Physical Therapy, Jim is invaluable when making decisions on what course of action to take regarding clients in denial and using pain as an excuse. |
Jerrod Menz, B.S., CCGC, CADCA | Jerrod has over 10 years of experience working in the field of Addiction and Co-Occurring Disorders. As one of the co-founders of A Better Tomorrow, he is always traveling to various conferences and conventions across the United States. He brings the latest evidence-based treatment modalities and incorporates the innovative methods into the program. This in turn, brings the best of care to the clients and family members of all those involved. |
Dr. Bumby | Dr. Bumby has worked in the field of psychiatry since the 1970's. Her work began in Philadelphia until she relocated to Southern California in the 1980's to be closer to her mother in the Palm Springs area. An incredible contributor to the field of psychiatry working with other professionals in clinical trials attempting to develop appropriate treatment for patients with chemical dependency, mental illness and dementia. She has co-wrote articles published in medical magazines for her involvement in clinical trials. Dr. Bumby is certified in Suboxone which is a medication used for opiate detoxification. She is an advocate for her patients and is a specialist when it comes to treatment in pharmacology. She has proven to be dedicated to her work and patients alike, showing passion for improved mental health and chemical dependency issues. Dr. Bumby is also a supervisor for Human Service Workers becoming a teacher among teachers, guiding and teaching the difference in disorders and appropriate treatment procedures. Dr. Bumby is a delightful intelligent gentle woman with stern direction that puts anyone at ease when talking with her. |
China Long | China Long is a certified mediator and in the process of obtaining her Masters degree as a Marriage and Family Therapist. China has over 12 years of experience working with families and assisting them in conflict resolutions and has worked with the Department of Corrections in a rehabilitation program. What most facilities don't do is focus on outside aspects of substance abuse, like legal and financial problems. With an A.A.S. in paralegal studies and a B.S. in Business Management, China brings these two unique qualities to the Treatment Team at A Better Tomorrow. |
Tami Scarcella | Tami Scarcella Director of Intake and one of our west coast interventionist. She has been certified in INTEGRATED METHODS of intervention training. Along with her training she has years of personal recovery in Adult Children of Alcoholics and Alanon. She has worked in crisis intervention in domestic violence and drug and alcohol treatment. Her message is very compelling giving a wealth of information to all involved in the intervention and intake process. |
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A drug rehab treatment center should offer a variety of treatment programs that meet individual needs. These drug rehab programs may include inpatient, residential, outpatient, and/or short-stay options. The difference between inpatient and a residential treatment center is that inpatient services are provided by a licensed hospital, while residential programs usually do not meet the same rigorous standards of medical care. The length of stay depends on the severity and stage of the disease. ABT specializes in the following treatments:
$383,937 in Net Income for Fiscal 2009 compared to a loss of $1,671,525 in Fiscal 2008.
$5,842,182 in Revenue For Fiscal 2009 compared to revenue of $4,089,139 in Fiscal 2008.
435% increase in Net Income from Fiscal 2008 to Fiscal 2009.
43% increase in Revenue from Fiscal 2008 to Fiscal 2009.
$0.43 Revenue Per Share (on share count of 13,513,264).
$0.03 Earnings Per Share (on share count of 13,513,264).
The company reported a consolidated net profit of 383,937 or $.03 per share and revenue of $5,842.182, or $0.43 per share, for the 2009 fiscal year.
Forterus has record 1st Quarter results 106% increase on revenues of 1,885,802 EPS up 550% RPS up 81% Operating income up 483% year over year
AS: 250 Million Outstanding Shares 15,953,436 as of June 7, 2010 Float: 5-6.5 Million as of Feb 25, 2010 |
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