Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The tables below set forth the unaudited pro forma condensed combined financial data for Acadia Healthcare Company, Inc. (“Acadia”) giving effect to Acadia’s planned merger with CRC Health Group, Inc. (“CRC”) and the related issuance of common stock and debt financing transactions described herein.
With respect to the issuance of common stock, the unaudited pro forma condensed combined financial data is based on the assumption that Acadia will issue 6,262,046 shares of common stock to stockholders of CRC pursuant to the Agreement and Plan of Merger between Acadia, Copper Acquisition Co., Inc. and CRC dated October 29, 2014.
With respect to Acadia’s planned debt financing, the unaudited pro forma condensed combined financial data is based on the assumption that Acadia will issue $300,000,000 of senior unsecured notes, issue $500,000,000 of term loans and borrow on its existing revolving line of credit at the closing date of the merger and also reflects the sixth amendment to Acadia’s credit facility effective as of December 15, 2014.
The unaudited pro forma condensed combined balance sheet as of September 30, 2014 reflects the effect of Acadia’s planned merger with CRC and the related financing transactions described above as if it occurred on September 30, 2014.
The unaudited pro forma condensed combined statements of operations present income (loss) from continuing operations and give effect to each transaction as if it occurred on January 1, 2013.
The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2013 combines the audited consolidated statement of operations of Acadia, the audited consolidated statement of operations of Partnerships in Care Investments 1 Limited (“Partnerships in Care”), the unaudited consolidated statement of operations for Acadia’s other completed acquisitions, the audited consolidated statement of operations of CRC, and the unaudited consolidated statement of operations for CRC’s completed acquisition of Habit Holdings, Inc. (“Habit”) for the period from January 1, 2013 to December 31, 2013.
The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2014 combines the unaudited consolidated statement of operations of Acadia for that period, the unaudited consolidated statement of operations of Partnerships in Care for the six months ended June 30, 2014, the unaudited consolidated statement of operations for Acadia’s other completed acquisitions for the period prior to acquisition, the unaudited consolidated statement of operations of CRC for the nine months ended September 30, 2014, and the unaudited consolidated statement of operations of Habit for the period from January 1, 2014 to February 28, 2014 (the date CRC closed its acquisition of Habit).
The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2013 combines the unaudited consolidated statement of operations of Acadia for that period, the unaudited consolidated statement of operations of Partnerships in Care for the nine months ended September 30, 2013, the unaudited consolidated statement of operations for Acadia’s other completed acquisitions for the period prior to acquisition, the unaudited consolidated statement of operations of CRC for the nine months ended September 30, 2013, and the unaudited consolidated statement of operations of Habit for the nine months ended September 30, 2013.
The unaudited pro forma condensed combined financial data has been prepared using the acquisition method of accounting for business combinations under GAAP. The adjustments necessary to fairly present the unaudited pro forma condensed combined financial data have been made based on available information and in the opinion of management are reasonable. Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with this unaudited pro forma condensed combined financial data. The pro forma adjustments related to the planned merger with CRC are preliminary and revisions to the fair value of assets acquired and liabilities assumed may have a significant impact on the pro forma adjustments. A final valuation of assets acquired and liabilities assumed has not been completed and the
completion of fair value determinations may result in changes in the values assigned to property and equipment and other assets (including intangibles) acquired and liabilities assumed.
The unaudited pro forma condensed combined financial data is for illustrative purposes only and does not purport to represent what our financial position or results of operations actually would have been had the events noted above in fact occurred on the assumed dates or to project our financial position or results of operations for any future date or future period.
The unaudited pro forma condensed combined financial data should be read in conjunction with the consolidated financial statements and notes thereto of Acadia, Partnerships in Care and CRC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of September 30, 2014
(In thousands)
| | | | | | | | | | | | | | | | | | | | |
| | Acadia(1) | | | CRC(2) | | | Pro Forma Merger Adjustments | | | Notes | | | Pro Forma Combined | |
ASSETS | | | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 42,179 | | | $ | 21,112 | | | $ | (16,112 | ) | | | (5 | ) | | $ | 47,179 | |
Accounts receivable, net | | | 130,253 | | | | 49,263 | | | | | | | | | | | | 179,516 | |
Deferred tax assets | | | 19,782 | | | | — | | | | | | | | | | | | 19,782 | |
Other current assets | | | 37,626 | | | | 15,902 | | | | | | | | | | | | 53,528 | |
| | | | | | | | | | | | | | | | | | | | |
Total current assets | | | 229,840 | | | | 86,277 | | | | (16,112 | ) | | | | | | | 300,005 | |
Property and equipment, net | | | 1,026,378 | | | | 128,851 | | | | | | | | | | | | 1,155,229 | |
Goodwill | | | 804,647 | | | | 559,613 | | | | 463,037 | | | | (4 | ) | | | 1,827,297 | |
Intangible assets, net | | | 21,621 | | | | 266,639 | | | | (251,639 | ) | | | (4 | ) | | | 36,621 | |
Deferred tax assets—noncurrent | | | 15,933 | | | | — | | | | 29,795 | | | | (4 | ) | | | 45,728 | |
Other assets | | | 42,049 | | | | 20,425 | | | | 23,250 | | | | (5 | ) | | | 67,652 | |
| | | | | | | | | | | 1,900 | | | | (5 | ) | | | | |
| | | | | | | | | | | (19,972 | ) | | | (3 | ) | | | | |
| | | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 2,140,468 | | | $ | 1,061,805 | | | $ | 230,259 | | | | | | | $ | 3,432,532 | |
| | | | | | | | | | | | | | | | | | | | |
LIABILITIES AND EQUITY | | | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | | |
Current portion of long-term debt | | $ | 13,320 | | | $ | 4,709 | | | $ | 12,041 | | | | (6 | ) | | $ | 30,070 | |
Accounts payable | | | 43,260 | | | | 5,841 | | | | | | | | | | | | 49,101 | |
Accrued salaries and benefits | | | 56,213 | | | | 22,777 | | | | | | | | | | | | 78,990 | |
Other accrued liabilities | | | 29,747 | | | | 29,002 | | | | (7,412 | ) | | | | | | | 51,337 | |
| | | | | | | | | | | | | | | | | | | | |
Total current liabilities | | | 142,540 | | | | 62,329 | | | | 4,629 | | | | | | | | 209,498 | |
Long-term debt | | | 1,016,002 | | | | 874,669 | | | | 42,139 | | | | (6 | ) | | | 1,932,810 | |
Deferred tax liabilities—noncurrent | | | 64,771 | | | | 137,835 | | | | (202,606 | ) | | | (4 | ) | | | — | |
Other liabilities | | | 30,579 | | | | 25,077 | | | | | | | | | | | | 55,656 | |
| | | | | | | | | | | | | | | | | | | | |
Total liabilities | | | 1,253,892 | | | | 1,099,910 | | | | (155,838 | ) | | | | | | | 2,197,964 | |
Equity: | | | | | | | | | | | | | | | | | | | | |
Common stock | | | 592 | | | | 36 | | | | (36 | ) | | | (3 | ) | | | 655 | |
| | | | | | | | | | | 63 | | | | (4 | ) | | | | |
Additional paid-in capital | | | 843,528 | | | | 358,965 | | | | (358,965 | ) | | | (3 | ) | | | 1,219,188 | |
| | | | | | | | | | | 375,660 | | | | (4 | ) | | | | |
Retained earnings (accumulated deficit) | | | 79,313 | | | | (396,858 | ) | | | 396,858 | | | | (3 | ) | | | 51,582 | |
| | | | | | | | | | | (27,731 | ) | | | (5 | ) | | | | |
Accumulated other comprehensive loss | | | (36,857 | ) | | | (248 | ) | | | 248 | | | | (3 | ) | | | (36,857 | ) |
| | | | | | | | | | | | | | | | | | | | |
Total equity (deficit) | | | 886,576 | | | | (38,105 | ) | | | 386,097 | | | | | | | | 1,234,568 | |
| | | | | | | | | | | | | | | | | | | | |
Total liabilities and equity | | $ | 2,140,468 | | | $ | 1,061,805 | | | $ | 230,259 | | | | | | | $ | 3,432,532 | |
| | | | | | | | | | | | | | | | | | | | |
See accompanying notes to unaudited pro forma financial information.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2013
(In thousands, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Acadia(1) | | | Completed Acquisitions Pro Forma Adjustment(7) | | | Partnerships in Care(8a) | | | Pro Forma Adjustments | | | Notes | | | Acadia Pro Forma | | | CRC(2) | | | Habit(9) | | | Pro Forma Merger Adjustments | | | Notes | | | Pro Forma Combined | |
Revenue before provision for doubtful accounts | | $ | 735,109 | | | $ | 33,397 | | | $ | 267,031 | | | $ | | | | | | | | $ | 1,035,537 | | | $ | 408,809 | | | $ | 44,294 | | | $ | | | | | | | | $ | 1,488,640 | |
Provision for doubtful accounts | | | (21,701 | ) | | | (1,136 | ) | | | (11 | ) | | | | | | | | | | | (22,848 | ) | | | — | | | | (886 | ) | | | (6,948 | ) | | | (16 | ) | | | (30,682 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenue | | | 713,408 | | | | 32,261 | | | | 267,020 | | | | | | | | | | | | 1,012,689 | | | | 408,809 | | | | 43,408 | | | | (6,948 | ) | | | | | | | 1,457,958 | |
| | | | | | | | | | | |
Salaries, wages and benefits | | | 407,962 | | | | 18,148 | | | | 151,493 | | | | | | | | | | | | 577,603 | | | | 189,682 | | | | 25,625 | | | | | | | | | | | | 792,910 | |
Professional fees | | | 37,171 | | | | 1,567 | | | | 11,294 | | | | | | | | | | | | 50,032 | | | | 46,774 | | | | 1,312 | | | | | | | | | | | | 98,118 | |
Supplies | | | 37,569 | | | | 1,382 | | | | 9,755 | | | | | | | | | | | | 48,706 | | | | 19,386 | | | | 1,628 | | | | | | | | | | | | 69,720 | |
Rents and leases | | | 10,049 | | | | 1,575 | | | | 1,605 | | | | | | | | | | | | 13,229 | | | | 14,035 | | | | 3,500 | | | | | | | | | | | | 30,764 | |
Other operating expenses | | | 80,572 | | | | 3,635 | | | | 24,050 | | | | | | | | | | | | 108,257 | | | | 51,775 | | | | 4,441 | | | | | | | | | | | | 164,473 | |
Depreciation and amortization | | | 17,090 | | | | 687 | | | | 21,173 | | | | (5,420 | ) | | | (11a | ) | | | 33,530 | | | | 19,398 | | | | 1,930 | | | | (5,536 | ) | | | (11b | ) | | | 49,322 | |
Interest expense, net | | | 37,250 | | | | 2,067 | | | | 77,373 | | | | (60,432 | ) | | | (12a | ) | | | 56,258 | | | | 70,699 | | | | 575 | | | | (20,859 | ) | | | (12b | ) | | | 106,673 | |
Provision for doubtful accounts | | | — | | | | — | | | | — | | | | | | | | | | | | — | | | | 6,948 | | | | — | | | | (6,948 | ) | | | (16 | ) | | | — | |
Debt extinguishment costs | | | 9,350 | | | | — | | | | — | | | | | | | | | | | | 9,350 | | | | — | | | | — | | | | | | | | | | | | 9,350 | |
Goodwill and asset impairments | | | — | | | | — | | | | — | | | | | | | | | | | | — | | | | 19,341 | | | | — | | | | | | | | | | | | 19,341 | |
Transaction-related expenses | | | 7,150 | | | | — | | | | — | | | | | | | | | | | | 7,150 | | | | — | | | | — | | | | (1,611 | ) | | | (13 | ) | | | 5,539 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total expenses | | | 644,163 | | | | 29,061 | | | | 296,743 | | | | (65,852 | ) | | | | | | | 904,115 | | | | 438,038 | | | | 39,011 | | | | (34,954 | ) | | | | | | | 1,346,210 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) from continuing operations before income taxes | | | 69,245 | | | | 3,200 | | | | (29,723 | ) | | | 65,852 | | | | | | | | 108,574 | | | | (29,229 | ) | | | 4,397 | | | | 28,006 | | | | | | | | 111,748 | |
Provision (benefit) for income taxes | | | 25,975 | | | | 1,200 | | | | (12,844 | ) | | | 16,069 | | | | (14 | ) | | | 30,400 | | | | 1,790 | | | | 1,790 | | | | 11,202 | | | | (14 | ) | | | 45,182 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) from continuing operations | | $ | 43,270 | | | $ | 2,000 | | | $ | (16,879 | ) | | $ | 49,783 | | | | | | | $ | 78,174 | | | $ | (31,019 | ) | | $ | 2,607 | | | $ | 16,804 | | | | | | | $ | 66,566 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Earnings per share—income (loss) from continuing operations: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic | | $ | 0.87 | | | | | | | | | | | | | | | | | | | $ | 1.33 | | | | | | | | | | | | | | | | | | | $ | 1.02 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Diluted | | $ | 0.86 | | | | | | | | | | | | | | | | | | | $ | 1.32 | | | | | | | | | | | | | | | | | | | $ | 1.02 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic | | | 50,004 | | | | | | | | | | | | 8,882 | | | | (15a | ) | | | 58,886 | | | | | | | | | | | | 6,262 | | | | (15b | ) | | | 65,148 | |
Diluted | | | 50,411 | | | | | | | | | | | | 8,882 | | | | (15a | ) | | | 59,293 | | | | | | | | | | | | 6,262 | | | | (15b | ) | | | 65,555 | |
See accompanying notes to unaudited pro forma financial information.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Nine Months Ended September 30, 2014
(In thousands, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Acadia(1) | | | Completed Acquisitions Pro Forma Adjustment(7) | | | Partnerships in Care(8b) | | | Pro Forma Adjustments | | | Notes | | | Acadia Pro Forma | | | CRC(2) | | | Habit(9) | | | Pro Forma Merger Adjustments | | | Notes | | | Pro Forma Combined | |
Revenue before provision for doubtful accounts | | $ | 729,784 | | | $ | 9,492 | | | $ | 142,312 | | | $ | | | | | | | | $ | 881,588 | | | $ | 340,255 | | | $ | 7,401 | | | $ | | | | | | | | $ | 1,229,244 | |
Provision for doubtful accounts | | | (20,084 | ) | | | (25 | ) | | | 3 | | | | | | | | | | | | (20,106 | ) | | | — | | | | (148 | ) | | | (5,718 | ) | | | (16 | ) | | | (25,972 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenue | | | 709,700 | | | | 9,467 | | | | 142,315 | | | | | | | | | | | | 861,482 | | | | 340,255 | | | | 7,253 | | | | (5,718 | ) | | | | | | | 1,203,272 | |
| | | | | | | | | | | |
Salaries, wages and benefits | | | 408,680 | | | | 5,021 | | | | 84,641 | | | | | | | | | | | | 498,342 | | | | 157,792 | | | | 4,021 | | | | | | | | | | | | 660,155 | |
Professional fees | | | 36,151 | | | | 467 | | | | 6,737 | | | | | | | | | | | | 43,355 | | | | 30,297 | | | | 225 | | | | | | | | | | | | 73,877 | |
Supplies | | | 34,722 | | | | 266 | | | | 4,868 | | | | | | | | | | | | 39,856 | | | | 15,221 | | | | 258 | | | | | | | | | | | | 55,335 | |
Rents and leases | | | 8,872 | | | | 574 | | | | 909 | | | | | | | | | | | | 10,355 | | | | 12,925 | | | | 522 | | | | | | | | | | | | 23,802 | |
Other operating expenses | | | 79,188 | | | | 1,043 | | | | 11,644 | | | | | | | | | | | | 91,875 | | | | 41,474 | | | | 698 | | | | | | | | | | | | 134,047 | |
Depreciation and amortization | | | 21,696 | | | | 51 | | | | 11,731 | | | | (3,329 | ) | | | (11a | ) | | | 30,149 | | | | 15,352 | | | | 381 | | | | (3,889 | ) | | | (11b | ) | | | 41,993 | |
Interest expense, net | | | 33,505 | | | | 720 | | | | 43,084 | | | | (34,613 | ) | | | (12a | ) | | | 42,696 | | | | 54,455 | | | | 89 | | | | (16,733 | ) | | | (12b | ) | | | 80,507 | |
Provision for doubtful accounts | | | — | | | | — | | | | — | | | | | | | | | | | | — | | | | 5,718 | | | | — | | | | (5,718 | ) | | | (16 | ) | | | — | |
Debt extinguishment costs | | | — | | | | — | | | | — | | | | | | | | | | | | — | | | | 11,622 | | | | — | | | | | | | | | | | | 11,622 | |
Gain on foreign currency derivatives | | | (15,262 | ) | | | — | | | | — | | | | | | | | | | | | (15,262 | ) | | | — | | | | — | | | | | | | | | | | | (15,262 | ) |
Goodwill and asset impairments | | | — | | | | — | | | | — | | | | | | | | | | | | — | | | | 1,089 | | | | — | | | | | | | | | | | | 1,089 | |
Transaction-related expenses | | | 10,834 | | | | — | | | | — | | | | | | | | | | | | 10,834 | | | | — | | | | — | | | | (667 | ) | | | (13 | ) | | | 10,167 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total expenses | | | 618,386 | | | | 8,142 | | | | 163,614 | | | | (37,942 | ) | | | | | | | 752,200 | | | | 345,945 | | | | 6,194 | | | | (27,007 | ) | | | | | | | 1,077,332 | |
Income (loss) from continuing operations before income taxes | | | 91,314 | | | | 1,325 | | | | (21,299 | ) | | | 37,942 | | | | | | | | 109,282 | | | | (5,690 | ) | | | 1,059 | | | | 21,289 | | | | | | | | 125,940 | |
Provision (benefit) for income taxes | | | 30,383 | | | | 497 | | | | 30 | | | | (312 | ) | | | (14 | ) | | | 30,598 | | | | 254 | | | | 304 | | | | 8,516 | | | | (14 | ) | | | 39,672 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) from continuing operations | | $ | 60,931 | | | $ | 828 | | | $ | (21,329 | ) | | $ | 38,254 | | | | | | | $ | 78,684 | | | $ | (5,944 | ) | | $ | 755 | | | $ | 12,773 | | | | | | | $ | 86,268 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Earnings per share—income (loss) from continuing operations: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic | | $ | 1.14 | | | | | | | | | | | | | | | | | | | $ | 1.33 | | | | | | | | | | | | | | | | | | | $ | 1.32 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Diluted | | $ | 1.13 | | | | | | | | | | | | | | | | | | | $ | 1.33 | | | | | | | | | | | | | | | | | | | $ | 1.31 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic | | | 53,670 | | | | | | | | | | | | 5,433 | | | | (15a | ) | | | 59,103 | | | | | | | | | | | | 6,262 | | | | (15b | ) | | | 65,365 | |
Diluted | | | 53,922 | | | | | | | | | | | | 5,433 | | | | (15a | ) | | | 59,355 | | | | | | | | | | | | 6,262 | | | | (15b | ) | | | 65,617 | |
See accompanying notes to unaudited pro forma financial information.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Nine Months Ended September 30, 2013
(In thousands, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Acadia(1) | | | Completed Acquisitions Pro Forma Adjustment(7) | | | Partnerships in Care(8b) | | | Pro Forma Adjustments | | | Notes | | | Acadia Pro Forma | | | CRC(2) | | | Habit(9) | | | Pro Forma Merger Adjustments | | | Notes | | | Pro Forma Combined | |
Revenue before provision for doubtful accounts | | $ | 539,230 | | | $ | 28,328 | | | $ | 197,718 | | | $ | | | | | | | | $ | 765,276 | | | $ | 309,449 | | | $ | 33,221 | | | $ | | | | | | | | $ | 1,107,946 | |
Provision for doubtful accounts | | | (15,821 | ) | | | (1,035 | ) | | | (32 | ) | | | | | | | | | | | (16,888 | ) | | | — | | | | (664 | ) | | | (5,674 | ) | | | (16 | ) | | | (23,226 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenue | | | 523,409 | | | | 27,293 | | | | 197,686 | | | | | | | | | | | | 748,388 | | | | 309,449 | | | | 32,557 | | | | (5,674 | ) | | | | | | | 1,084,720 | |
Salaries, wages and benefits | | | 298,904 | | | | 15,130 | | | | 112,626 | | | | | | | | | | | | 426,660 | | | | 140,044 | | | | 19,219 | | | | | | | | | | | | 585,923 | |
Professional fees | | | 27,294 | | | | 1,394 | | | | 8,735 | | | | | | | | | | | | 37,423 | | | | 35,519 | | | | 984 | | | | | | | | | | | | 73,926 | |
Supplies | | | 28,017 | | | | 1,215 | | | | 7,220 | | | | | | | | | | | | 36,452 | | | | 14,458 | | | | 1,221 | | | | | | | | | | | | 52,131 | |
Rents and leases | | | 7,377 | | | | 1,326 | | | | 1,186 | | | | | | | | | | | | 9,889 | | | | 10,428 | | | | 2,625 | | | | | | | | | | | | 22,942 | |
Other operating expenses | | | 59,424 | | | | 3,138 | | | | 16,389 | | | | | | | | | | | | 78,951 | | | | 35,723 | | | | 3,331 | | | | | | | | | | | | 118,005 | |
Depreciation and amortization | | | 12,248 | | | | 641 | | | | 15,575 | | | | (3,898 | ) | | | (11a | ) | | | 24,566 | | | | 14,363 | | | | 1,448 | | | | (3,967 | ) | | | (11b | ) | | | 36,410 | |
Interest expense, net | | | 27,672 | | | | 1,622 | | | | 57,080 | | | | (44,375 | ) | | | (12a | ) | | | 41,999 | | | | 52,791 | | | | 431 | | | | (15,411 | ) | | | (12b | ) | | | 79,810 | |
Provision for doubtful accounts | | | — | | | | — | | | | — | | | | | | | | | | | | — | | | | 5,674 | | | | — | | | | (5,674 | ) | | | (16 | ) | | | — | |
Debt extinguishment costs | | | 9,350 | | | | — | | | | — | | | | | | | | | | | | 9,350 | | | | — | | | | — | | | | | | | | | | | | 9,350 | |
Transaction-related expenses | | | 3,813 | | | | — | | | | — | | | | | | | | | | | | 3,813 | | | | — | | | | — | | | | | | | | | | | | 3,813 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total expenses | | | 474,099 | | | | 24,466 | | | | 218,811 | | | | (48,273 | ) | | | | | | | 669,103 | | | | 309,000 | | | | 29,259 | | | | (25,052 | ) | | | | | | | 982,310 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) from continuing operations before income taxes | | | 49,310 | | | | 2,827 | | | | (21,125 | ) | | | 48,273 | | | | | | | | 79,285 | | | | 449 | | | | 3,298 | | | | 19,378 | | | | | | | | 102,410 | |
Provision (benefit) for income taxes | | | 18,439 | | | | 1,060 | | | | (9,471 | ) | | | 12,171 | | | | (14 | ) | | | 22,199 | | | | 1,261 | | | | 1,343 | | | | 7,751 | | | | (14 | ) | | | 32,554 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) from continuing operations | | $ | 30,871 | | | $ | 1,767 | | | $ | (11,654 | ) | | $ | 36,102 | | | | | | | $ | 57,086 | | | $ | (812 | ) | | $ | 1,955 | | | $ | 11,627 | | | | | | | $ | 69,856 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Earnings per share—income (loss) from continuing operations: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic | | $ | 0.62 | | | | | | | | | | | | | | | | | | | $ | 0.97 | | | | | | | | | | | | | | | | | | | $ | 1.07 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Diluted | | $ | 0.61 | | | | | | | | | | | | | | | | | | | $ | 0.97 | | | | | | | | | | | | | | | | | | | $ | 1.07 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic | | | 49,987 | | | | | | | | | | | | 8,882 | | | | (15a | ) | | | 58,869 | | | | | | | | | | | | 6,262 | | | | | | | | 65,131 | |
Diluted | | | 50,213 | | | | | | | | | | | | 8,882 | | | | (15a | ) | | | 59,095 | | | | | | | | | | | | 6,262 | | | | | | | | 65,357 | |
See accompanying notes to unaudited pro forma financial information.
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
(In thousands, except per share amounts)
(1) | The amounts in this column represent, for Acadia, actual results for the periods presented. |
(2) | The amounts in this column represent, for CRC, actual results for the periods presented. |
(3) | Reflects elimination of equity accounts and existing deferred financing costs of CRC. |
(4) | Represents adjustments based on preliminary estimates of fair value and the adjustment to goodwill derived from the difference in the estimated total consideration to be transferred by Acadia and the estimated fair value of assets acquired and liabilities assumed by Acadia. The estimated equity consideration is based on the issuance of 6,262,046 shares of Acadia common stock with a par value of $0.01 at an assumed value of $60.00 per share, which results in estimated additional common stock of $63 and additional paid-in capital of $375,660. Final equity consideration will be determined at the closing of the merger. |
| | | | |
Estimated equity consideration | | $ | 375,723 | |
Assumption of net indebtedness | | | 875,677 | |
| | | | |
Estimated total consideration | | | 1,251,400 | |
Accounts receivable | | | 49,263 | |
Other current assets | | | 15,902 | |
Property and equipment | | | 128,851 | |
Intangible assets | | | 15,000 | |
Deferred tax assets—noncurrent | | | 94,566 | |
Other long-term assets | | | 453 | |
Accounts payable | | | (5,841 | ) |
Accrued salaries and benefits | | | (22,777 | ) |
Other accrued liabilities | | | (21,590 | ) |
Other long-term liabilities | | | (25,077 | ) |
| | | | |
Fair value of assets acquired and liabilities assumed | | $ | 228,750 | |
| | | | |
Estimated goodwill | | | 1,022,650 | |
Less: historical goodwill | | | (559,613 | ) |
| | | | |
Goodwill adjustment | | $ | 463,037 | |
| | | | |
The acquired assets and liabilities will be recorded at their relative fair values as of the closing date of the merger. Estimated goodwill is based upon a determination of the fair value of assets acquired and liabilities assumed that is preliminary and subject to revision as the value of total consideration is finalized and additional information related to the fair value of property and equipment and other assets (including intangible assets) acquired and liabilities assumed becomes available. The actual determination of the fair value of assets acquired and liabilities assumed may differ from that assumed in these unaudited pro forma condensed combined financial statements and such differences may be material. Qualitative factors comprising goodwill include efficiencies derived through synergies expected by coordination of services provided across the combined network of facilities, achievement of operating efficiencies by benchmarking performance and applying best practices throughout the combined company.
(5) | The sources and uses of cash in connection with the December 2014 credit facility amendment and merger with CRC are expected to be as follows: |
| | | | |
Sources relating to December 2014 credit facility amendment: | | | | |
Incremental term A loans | | $ | 235,000 | |
| | | | |
Total sources | | $ | 235,000 | |
| | | | |
Uses: | | | | |
Existing revolver paydown | | $ | (164,000 | ) |
Incremental term A loans debt financing costs | | | (1,900 | ) |
Cash proceeds | | | (69,100 | ) |
| | | | |
Total uses | | $ | (235,000 | ) |
| | | | |
Sources relating to merger with CRC: | | | | |
New unsecured senior notes | | $ | 300,000 | |
New term B loans | | | 500,000 | |
Equity issuance to CRC stockholders(a) | | | 375,723 | |
CRC cash on hand | | | 16,112 | |
Revolver borrowing | | | 62,558 | |
Acadia cash on hand | | | 69,100 | |
| | | | |
Total sources | | $ | 1,323,493 | |
| | | | |
Uses: | | | | |
Equity issuance to CRC stockholders(a) | | | (375,723 | ) |
CRC debt repayment | | | (889,377 | ) |
CRC debt prepayment fees | | | (9,000 | ) |
CRC accrued interest payoff | | | (7,412 | ) |
Debt financing costs | | | (23,250 | ) |
Acquisition costs(b) | | | (18,731 | ) |
| | | | |
Total uses | | $ | (1,323,493 | ) |
| | | | |
| (a) | Assumes the issuance of 6,262,046 shares of Acadia common stock with a par value of $0.01 at an assumed value of $60.00 per share in exchange for all outstanding CRC securities. Non-accredited stockholders of CRC will receive cash in lieu of Acadia common stock. |
| (b) | The effect of estimated acquisition costs are not included in the pro forma condensed combined statement of operations for the year ended December 31, 2013 and nine months ended September 30, 2014 and 2013. |
(6) | Represents the $7,412 payoff of CRC’s accrued interest and the following adjustments to long-term debt: |
| | | | | | | | | | | | |
| | Current Portion | | | Long-term Portion | | | Total Debt | |
Incremental term A loans | | $ | 11,750 | | | $ | 223,250 | | | $ | 235,000 | |
Revolving line of credit paydown | | | — | | | | (164,000 | ) | | | (164,000 | ) |
Elimination of debt not assumed | | | (4,709 | ) | | | (874,669 | ) | | | (879,378 | ) |
New unsecured senior notes | | | — | | | | 300,000 | | | | 300,000 | |
New term B loans | | | 5,000 | | | | 495,000 | | | | 500,000 | |
Revolving line of credit borrowing | | | — | | | | 62,558 | | | | 62,558 | |
| | | | | | | | | | | | |
Adjustments | | $ | 12,041 | | | $ | 42,139 | | | $ | 54,180 | |
| | | | | | | | | | | | |
(7) | The amounts in this column represent pro forma adjustments for Acadia’s completed acquisitions of (a) two facilities from United Medical Corporation, (b) Cascade Behavioral Hospital and (c) McCallum Place (none of which were individually material) up to the acquisition dates. |
(8) | The historical financial statements of Partnerships in Care are prepared in accordance with U.K. GAAP and are adjusted to: (i) reconcile the financial statements to U.S. GAAP and (ii) translate the financial statements to U.S. dollars based on the historical exchange rates below. The Partnerships in Care financial statements have been reclassified to conform to Acadia’s financial statement presentation. |
| | | | | | | | |
| | | | | GBP/USD | |
Year ended December 31, 2013 | | | Average Spot Rate | | | $ | 1.5643 | |
Six months ended June 30, 2014 | | | Average Spot Rate | | | $ | 1.6687 | |
Nine months ended September 30, 2013 | | | Average Spot Rate | | | $ | 1.5461 | |
| (a) | The amounts below represent results for the year ended December 31, 2013. |
| | | | | | | | | | | | | | | | | | | | |
| | Partnerships in Care (in £, in U.K. GAAP) | | | U.S. GAAP Adjustments | | | Notes | | | Partnerships in Care (in £, in U.S. GAAP) | | | Partnerships in Care (in $, in U.S. GAAP) | |
Revenue before provision for doubtful accounts | | £ | 170,703 | | | £ | | | | | | | | £ | 170,703 | | | $ | 267,031 | |
Provision for doubtful accounts | | | (7 | ) | | | | | | | | | | | (7 | ) | | | (11 | ) |
| | | | | | | | | | | | | | | | | | | | |
Revenue | | | 170,696 | | | | | | | | | | | | 170,696 | | | | 267,020 | |
Salaries, wages and benefits | | | 98,345 | | | | (1,501 | ) | | | (10 | ) | | | 96,844 | | | | 151,493 | |
Professional fees | | | 7,220 | | | | | | | | | | | | 7,220 | | | | 11,294 | |
Supplies | | | 6,236 | | | | | | | | | | | | 6,236 | | | | 9,755 | |
Rents and leases | | | 1,026 | | | | | | | | | | | | 1,026 | | | | 1,605 | |
Other operating expenses | | | 15,374 | | | | | | | | | | | | 15,374 | | | | 24,050 | |
Depreciation and amortization | | | 11,458 | | | | 2,077 | | | | (10 | ) | | | 13,535 | | | | 21,173 | |
Interest expense, net | | | 61,782 | | | | (12,320 | ) | | | (10 | ) | | | 49,462 | | | | 77,373 | |
Transaction-related expenses | | | — | | | | | | | | | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Total expenses | | | 201,441 | | | | (11,744 | ) | | | | | | | 189,697 | | | | 296,743 | |
(Loss) income from continuing operations before income taxes | | | (30,745 | ) | | | 11,744 | | | | | | | | (19,001 | ) | | | (29,723 | ) |
Benefit for income taxes | | | (1,715 | ) | | | (6,496 | ) | | | (10 | ) | | | (8,211 | ) | | | (12,844 | ) |
| | | | | | | | | | | | | | | | | | | | |
Loss from continuing operations | | £ | (29,030 | ) | | £ | 18,240 | | | | | | | £ | (10,790 | ) | | $ | (16,879 | ) |
| | | | | | | | | | | | | | | | | | | | |
| (b) | The amounts below represent results for the six months ended June 30, 2014. |
| | | | | | | | | | | | | | | | | | | | |
| | Partnerships in Care (in £, in U.K. GAAP) | | | U.S. GAAP Adjustments | | | Notes | | | Partnerships in Care (in £, in U.S. GAAP) | | | Partnerships in Care (in $, in U.S. GAAP) | |
Revenue before provision for doubtful accounts | | £ | 85,283 | | | £ | | | | | | | | £ | 85,283 | | | $ | 142,312 | |
Provision for doubtful accounts | | | 2 | | | | | | | | | | | | 2 | | | | 3 | |
| | | | | | | | | | | | | | | | | | | | |
Revenue | | | 85,285 | | | | | | | | | | | | 85,285 | | | | 142,315 | |
Salaries, wages and benefits | | | 51,601 | | | | (878 | ) | | | (10 | ) | | | 50,723 | | | | 84,641 | |
Professional fees | | | 4,037 | | | | | | | | | | | | 4,037 | | | | 6,737 | |
Supplies | | | 2,917 | | | | | | | | | | | | 2,917 | | | | 4,868 | |
Rents and leases | | | 545 | | | | | | | | | | | | 545 | | | | 909 | |
Other operating expenses | | | 6,978 | | | | | | | | | | | | 6,978 | | | | 11,644 | |
Depreciation and amortization | | | 5,991 | | | | 1,039 | | | | (10 | ) | | | 7,030 | | | | 11,731 | |
Interest expense, net | | | 31,979 | | | | (6,160 | ) | | | (10 | ) | | | 25,819 | | | | 43,084 | |
Transaction-related expenses | | | — | | | | | | | | | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Total expenses | | | 104,048 | | | | (5,999 | ) | | | | | | | 98,049 | | | | 163,614 | |
(Loss) income from continuing operations before income taxes | | | (18,763 | ) | | | 5,999 | | | | | | | | (12,764 | ) | | | (21,299 | ) |
(Benefit) provision for income taxes | | | (1,063 | ) | | | 1,081 | | | | (10 | ) | | | 18 | | | | 30 | |
| | | | | | | | | | | | | | | | | | | | |
Loss from continuing operations | | £ | (17,700 | ) | | £ | 4,918 | | | | | | | £ | (12,782 | ) | | $ | (21,329 | ) |
| | | | | | | | | | | | | | | | | | | | |
| (c) | The amounts below represent results for the nine months ended September 30, 2013. |
| | | | | | | | | | | | | | | | | | | | |
| | Partnerships in Care (in £, in U.K. GAAP) | | | U.S. GAAP Adjustments | | | Notes | | | Partnerships in Care (in £, in U.S. GAAP) | | | Partnerships in Care (in $, in U.S. GAAP) | |
Revenue before provision for doubtful accounts | | £ | 127,882 | | | £ | | | | | | | | £ | 127,882 | | | $ | 197,718 | |
Provision for doubtful accounts | | | (21 | ) | | | | | | | | | | | (21 | ) | | | (32 | ) |
| | | | | | | | | | | | | | | | | | | | |
Revenue | | | 127,861 | | | | | | | | | | | | 127,861 | | | | 197,686 | |
Salaries, wages and benefits | | | 73,971 | | | | (1,126 | ) | | | (10 | ) | | | 72,845 | | | | 112,626 | |
Professional fees | | | 5,650 | | | | | | | | | | | | 5,650 | | | | 8,735 | |
Supplies | | | 4,670 | | | | | | | | | | | | 4,670 | | | | 7,220 | |
Rents and leases | | | 767 | | | | | | | | | | | | 767 | | | | 1,186 | |
Other operating expenses | | | 10,600 | | | | | | | | | | | | 10,600 | | | | 16,389 | |
Depreciation and amortization | | | 8,515 | | | | 1,559 | | | | (10 | ) | | | 10,074 | | | | 15,575 | |
Interest expense, net | | | 46,159 | | | | (9,240 | ) | | | (10 | ) | | | 36,919 | | | | 57,080 | |
Transaction-related expenses | | | — | | | | | | | | | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Total expenses | | | 150,332 | | | | (8,807 | ) | | | | | | | 141,525 | | | | 218,811 | |
(Loss) income from continuing operations before income taxes | | | (22,471 | ) | | | 8,807 | | | | | | | | (13,664 | ) | | | (21,125 | ) |
Benefit for income taxes | | | (1,254 | ) | | | (4,872 | ) | | | (10 | ) | | | (6,126 | ) | | | (9,471 | ) |
| | | | | | | | | | | | | | | | | | | | |
Loss from continuing operations | | £ | (21,217 | ) | | £ | 13,679 | | | | | | | £ | (7,538 | ) | | $ | (11,654 | ) |
| | | | | | | | | | | | | | | | | | | | |
(9) | The amounts in this column represent, for Habit, actual results, up to the acquisition date, for the periods presented. |
(10) | Reflects adjustments to reconcile U.K. GAAP to U.S. GAAP including (i) a property and equipment impairment charge and related depreciation expense adjustment, which would not have been recorded under U.S. GAAP; (ii) amortization of an interest rate swap, which would not have been recorded under U.S. GAAP; (iii) a share-based payment charge, which would not have been recorded under U.S. GAAP; and (iv) the tax impact of the previous adjustments. |
(11) | Represents the adjustments to depreciation and amortization expense as a result of recording the property and equipment and intangible assets at preliminary estimates of fair value as of the date of the acquisitions, as follows: |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Amount | | | Useful Lives (in years) | | | Monthly Depreciation | | | Year Ended December 31, 2013 | | | Nine Months Ended September 30, 2014 | | | Nine Months Ended September 30, 2013 | |
Land | | $ | 78,913 | | | | N/A | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Building and improvements | | | 478,604 | | | | 30-50 | | | | 1,046 | | | | 11,765 | | | | 6,275 | | | | 8,721 | |
Equipment | | | 20,713 | | | | 3-10 | | | | 354 | | | | 3,988 | | | | 2,127 | | | | 2,956 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | 578,230 | | | | | | | | 1,400 | | | | 15,753 | | | | 8,402 | | | | 11,677 | |
Indefinite-lived intangible assets | | | 3,000 | | | | N/A | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total depreciation and amortization expense | | | | | | | | | | | | | | | 15,753 | | | | 8,402 | | | | 11,677 | |
Less: historical depreciation and amortization expense | | | | | | | | | | | | | | | (21,173 | ) | | | (11,731 | ) | | | (15,575 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization expense adjustment | | | | | | | | | | | | | | $ | (5,420 | ) | | $ | (3,329 | ) | | $ | (3,898 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Amount | | | Useful Lives (in years) | | | Monthly Depreciation | | | Year Ended December 31, 2013 | | | Nine Months Ended September 30, 2014 | | | Nine Months Ended September 30, 2013 | |
Land | | $ | 20,983 | | | | N/A | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Building and improvements | | | 81,526 | | | | 10-40 | | | | 878 | | | | 10,536 | | | | 7,902 | | | | 7,902 | |
Equipment | | | 18,828 | | | | 3-10 | | | | 438 | | | | 5,256 | | | | 3,942 | | | | 3,942 | |
Construction in progress | | | 7,514 | | | | N/A | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | 128,851 | | | | | | | | 1,316 | | | | 15,792 | | | | 11,844 | | | | 11,844 | |
Indefinite-lived intangible assets | | | 15,000 | | | | N/A | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | 15,000 | | | | | | | | — | | | | — | | | | — | | | | — | |
Total depreciation and amortization expense | | | | | | | | | | | | | | | 15,792 | | | | 11,844 | | | | 11,844 | |
Less: historical depreciation and amortization expense of CRC | | | | | | | | | | | | | | | (19,398 | ) | | | (15,352 | ) | | | (14,363 | ) |
Less: historical depreciation and amortization expense of Habit | | | | | | | | | | | | | | | (1,930 | ) | | | (381 | ) | | | (1,448 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization expense adjustment | | | | | | | | | | | | | | $ | (5,536 | ) | | $ | (3,889 | ) | | $ | (3,967 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
(12) | Represents an adjustment to interest expense to give effect to the following transactions: |
| | | | | | | | | | | | |
| | Year Ended December 31, 2013 | | | Nine Months Ended September 30, 2014 | | | Nine Months Ended September 30, 2013 | |
Interest related to 5.125% Senior Notes due 2022 | | $ | 15,375 | | | $ | 7,688 | | | $ | 11,531 | |
Interest related to borrowings on revolving credit facility | | | 450 | | | | 225 | | | | 337 | |
Interest related to amortization of deferred financing costs | | | 1,116 | | | | 558 | | | | 837 | |
Less: historical interest expense of Partnerships in Care | | | (77,373 | ) | | | (43,084 | ) | | | (57,080 | ) |
| | | | | | | | | | | | |
Interest expense adjustment | | $ | (60,432 | ) | | $ | (34,613 | ) | | $ | (44,375 | ) |
| | | | | | | | | | | | |
| (b) | CRC, assuming an estimated interest rate of 5.1% related to the new debt. |
| | | | | | | | | | | | |
| | Year Ended December 31, 2013 | | | Nine Months Ended September 30, 2014 | | | Nine Months Ended September 30, 2013 | |
Interest related to new unsecured senior notes | | $ | 18,000 | | | $ | 13,500 | | | $ | 13,500 | |
Interest related to incremental term A loans | | | 8,225 | | | | 6,169 | | | | 6,169 | |
Interest related to new term B loans | | | 22,500 | | | | 16,875 | | | | 16,875 | |
Interest related to change in the applicable interest rate on term A loans based on Acadia’s consolidated leverage ratio | | | 1,146 | | | | 859 | | | | 859 | |
Interest related to revolving line of credit paydown, net of borrowing | | | (3,049 | ) | | | (2,287 | ) | | | (2,287 | ) |
Interest related to amortization of deferred financing costs | | | 3,593 | | | | 2,695 | | | | 2,695 | |
Less: historical interest expense of CRC | | | (70,699 | ) | | | (54,455 | ) | | | (52,791 | ) |
Less: historical interest expense of Habit | | | (575 | ) | | | (89 | ) | | | (431 | ) |
| | | | | | | | | | | | |
Interest expense adjustment | | $ | (20,859 | ) | | $ | (16,733 | ) | | $ | (15,411 | ) |
| | | | | | | | | | | | |
An increase or decrease of 0.125% in the assumed interest rate related to the new unsecured senior notes and new term B loans would result in a change of $1.0 million, $0.8 million and $0.8 million for the year ended December 31, 2013 and nine months ended September 30, 2014 and 2013, respectively.
(13) | Reflects the removal of acquisition-related expenses, related to CRC, included in the historical statements of operations. |
(14) | Reflects adjustments to income taxes to reflect the impact of the above pro forma adjustments applying combined U.S. federal and state statutory tax rates and U.K. statutory rates. |
(15) | Represents adjustments to weighted average shares used to compute basic and diluted earnings per share for the following. |
| (a) | To reflect the effect of 8,881,794 shares of common stock issued by Acadia, which resulted in an increase in the weighted average shares outstanding of 8,881,794 for the year ended December 31, 2013 and nine months ended September 30, 2014 and 2013 on a pro forma basis. The proceeds of Acadia’s offering of such common stock were used to partially fund Acadia’s acquisition of Partnerships in Care on July 1, 2014. |
| (b) | To reflect the effect of an estimated 6,262,046 shares of common stock to be issued by Acadia. |
(16) | Reflects reclassification of CRC provision for doubtful accounts to conform to Acadia historical presentation. |