Financial Information for the Company and Its Subsidiaries | 19. Financial Information for the Company and Its Subsidiaries The Company conducts substantially all of its business through its subsidiaries. The 12.875% Senior Notes, 6.125% Senior Notes, 5.125% Senior Notes and 5.625% Senior Notes are jointly and severally guaranteed on an unsecured senior basis by all of the Company’s subsidiaries that guarantee the Company’s obligations under the Amended and Restated Senior Credit Facility. Presented below is condensed consolidating financial information for the Company and its subsidiaries as of December 31, 2015 and 2014, and for the years ended December 31, 2015, 2014 and 2013. The information segregates the parent company (Acadia Healthcare Company, Inc.), the combined wholly-owned subsidiary guarantors, the combined non-guarantor subsidiaries and eliminations. Acadia Healthcare Company, Inc. Condensed Consolidating Balance Sheets December 31, 2015 (In thousands) Parent Combined Combined Consolidating Total Current assets: Cash and cash equivalents $ — $ 1,987 $ 9,228 $ — $ 11,215 Accounts receivable, net — 187,546 29,080 — 216,626 Deferred tax assets — — — — — Other current assets — 57,968 8,927 — 66,895 Total current assets — 247,501 47,235 — 294,736 Property and equipment, net — 805,439 903,614 — 1,709,053 Goodwill — 1,835,339 292,876 — 2,128,215 Intangible assets, net — 57,024 2,551 — 59,575 Deferred tax assets – noncurrent 3,946 40,587 4,581 — 49,114 Investment in subsidiaries 1,323,069 — — (1,323,069 ) — Other assets 427,270 32,947 2,322 (424,024 ) 38,515 Total assets $ 1,754,285 $ 3,018,837 $ 1,253,179 $ (1,747,093 ) $ 4,279,208 Current liabilities: Current portion of long-term debt $ 45,125 $ — $ 235 $ — $ 45,360 Accounts payable — 75,015 16,326 — 91,341 Accrued salaries and benefits — 66,249 14,447 — 80,696 Other accrued liabilities 26,132 10,886 35,788 — 72,806 Total current liabilities 71,257 152,150 66,796 — 290,203 Long-term debt — 2,171,998 447,410 (424,024 ) 2,195,384 Deferred tax liabilities – noncurrent — — 23,936 — 23,936 Other liabilities — 75,159 3,443 — 78,602 Total liabilities 71,257 2,399,307 541,585 — 2,588,125 Redeemable noncontrolling interests — — 8,055 — 8,055 Total equity 1,683,028 619,530 703,539 (1,323,069 ) 1,683,028 Total liabilities and equity $ 1,754,285 $ 3,018,837 $ 1,253,179 $ (1,747,093 ) $ 4,279,208 Acadia Healthcare Company, Inc. Condensed Consolidating Balance Sheets December 31, 2014 (In thousands) Parent Combined Combined Consolidating Total Current assets: Cash and cash equivalents $ — $ 76,685 $ 17,355 $ — $ 94,040 Accounts receivable, net — 100,797 17,581 — 118,378 Deferred tax assets — 18,395 1,760 — 20,155 Other current assets — 36,049 5,521 — 41,570 Total current assets — 231,926 42,217 — 274,143 Property and equipment, net — 451,943 617,757 — 1,069,700 Goodwill — 596,611 206,375 — 802,986 Intangible assets, net — 19,057 2,579 — 21,636 Deferred tax assets – noncurrent 4,563 — 14,244 (5,666 ) 13,141 Investment in subsidiaries 1,759,337 — — (1,759,337 ) — Other assets 186,073 18,727 2,323 (181,774 ) 25,349 Total assets $ 1,949,973 $ 1,318,264 $ 885,495 $ (1,946,777 ) $ 2,206,955 Current liabilities: Current portion of long-term debt $ 26,750 $ — $ 215 $ — $ 26,965 Accounts payable — 39,486 9,210 — 48,696 Accrued salaries and benefits — 47,597 11,720 — 59,317 Other accrued liabilities 13,647 7,688 9,621 — 30,956 Total current liabilities 40,397 94,771 30,766 — 165,934 Long-term debt 1,028,611 — 205,833 (181,774 ) 1,052,670 Deferred tax liabilities – noncurrent — 21,027 48,519 (5,666 ) 63,880 Other liabilities — 33,321 10,185 — 43,506 Total liabilities 1,069,008 149,119 295,303 (187,440 ) 1,325,990 Total equity 880,965 1,169,145 590,192 (1,759,337 ) 880,965 Total liabilities and equity $ 1,949,973 $ 1,318,264 $ 885,495 $ (1,946,777 ) $ 2,206,955 Acadia Healthcare Company, Inc. Condensed Consolidating Statement of Comprehensive Income Year Ended December 31, 2015 (In thousands) Parent Combined Combined Consolidating Total Revenue before provision for doubtful accounts $ — $ 1,415,016 $ 414,603 $ — $ 1,829,619 Provision for doubtful accounts — (32,614 ) (2,513 ) — (35,127 ) Revenue — 1,382,402 412,090 — 1,794,492 Salaries, wages and benefits 20,472 726,215 227,045 — 973,732 Professional fees — 83,422 33,041 — 116,463 Supplies — 65,077 15,586 — 80,663 Rents and leases — 29,094 3,434 — 32,528 Other operating expenses — 170,018 36,728 — 206,746 Depreciation and amortization — 41,768 21,782 — 63,550 Interest expense, net 68,533 17,476 20,733 — 106,742 Debt extinguishment costs 10,818 — — — 10,818 Loss on foreign currency derivatives 1,926 — — — 1,926 Transaction-related expenses — 24,914 11,657 — 36,571 Total expenses 101,749 1,157,984 370,006 — 1,629,739 (Loss) income from continuing operations before income taxes (101,749 ) 224,418 42,084 — 164,753 Equity in earnings of subsidiaries 176,178 — — (176,178 ) — (Benefit from) provision for income taxes (37,047 ) 85,765 4,670 — 53,388 Income (loss) from continuing operations 111,476 138,653 37,414 (176,178 ) 111,365 Income from discontinued operations, net of income taxes — 111 — — 111 Net income (loss) 111,476 138,764 37,414 (176,178 ) 111,476 Net loss attributable to noncontrolling interests — — 1,078 — 1,078 Net income attributable to Acadia Healthcare Company, Inc. $ 111,476 $ 138,764 $ 38,492 $ (176,178 ) $ 112,554 Other comprehensive income: Foreign currency translation gain — — (40,103 ) — (40,103 ) Pension liability adjustment, net — — 3,826 — 3,826 Other comprehensive income — — (36,277 ) — (36,277 ) Comprehensive income (loss) $ 111,476 $ 138,764 $ 2,215 $ (176,178 ) $ 76,277 Acadia Healthcare Company, Inc. Condensed Consolidating Statement of Comprehensive Income Year Ended December 31, 2014 (In thousands) Parent Combined Combined Consolidating Total Revenue before provision for doubtful accounts $ — $ 826,465 $ 204,319 $ — $ 1,030,784 Provision for doubtful accounts — (23,866 ) (2,317 ) — (26,183 ) Revenue — 802,599 202,002 — 1,004,601 Salaries, wages and benefits 10,058 459,297 106,057 — 575,412 Professional fees — 38,632 13,850 — 52,482 Supplies — 40,511 7,911 — 48,422 Rents and leases — 10,136 2,065 — 12,201 Other operating expenses — 83,835 26,819 — 110,654 Depreciation and amortization — 22,990 9,677 — 32,667 Interest expense, net 27,199 6,207 14,815 — 48,221 Gain on foreign currency derivatives (15,262 ) — — — (15,262 ) Transaction-related expenses — 12,367 1,283 — 13,650 Total expenses 21,995 673,975 182,477 — 878,447 (Loss) income from continuing operations before income taxes (21,995 ) 128,624 19,525 — 126,154 Equity in earnings of subsidiaries 97,414 — — (97,414 ) — (Benefit from) provision for income taxes (7,621 ) 44,608 5,935 — 42,922 Income (loss) from continuing operations 83,040 84,016 13,590 (97,414 ) 83,232 Loss from discontinued operations, net of income taxes — (192 ) — — (192 ) Net income (loss) $ 83,040 $ 83,824 $ 13,590 $ (97,414 ) $ 83,040 Other comprehensive loss: Foreign currency translation loss — — (66,206 ) — (66,206 ) Pension liability adjustment, net — — (2,164 ) — (2,164 ) Other comprehensive loss — — (68,370 ) — (68,370 ) Comprehensive income (loss) $ 83,040 $ 83,824 $ (54,780 ) $ (97,414 ) $ 14,670 Acadia Healthcare Company, Inc. Condensed Consolidating Statement of Comprehensive Income Year Ended December 31, 2013 (In thousands) Parent Combined Combined Consolidating Total Revenue before provision for doubtful accounts $ — $ 700,407 $ 34,702 $ — $ 735,109 Provision for doubtful accounts — (20,700 ) (1,001 ) — (21,701 ) Revenue — 679,707 33,701 — 713,408 Salaries, wages and benefits 5,249 388,749 13,964 — 407,962 Professional fees — 34,149 3,022 — 37,171 Supplies — 35,686 1,883 — 37,569 Rents and leases — 9,282 767 — 10,049 Other operating expenses — 72,626 7,946 — 80,572 Depreciation and amortization — 15,882 1,208 — 17,090 Interest expense, net 35,327 22 1,901 — 37,250 Debt extinguishment costs 9,350 — — — 9,350 Transaction-related expenses — 6,716 434 — 7,150 Total expenses 49,926 563,112 31,125 — 644,163 (Loss) income from continuing operations before income taxes (49,926 ) 116,595 2,576 — 69,245 Equity in earnings of subsidiaries 73,538 — — (73,538 ) — (Benefit from) provision for income taxes (18,967 ) 44,294 648 — 25,975 Income (loss) from continuing operations 42,579 72,301 1,928 (73,538 ) 43,270 Loss from discontinued operations, net of income taxes — (691 ) — — (691 ) Net income (loss) $ 42,579 $ 71,610 $ 1,928 $ (73,538 ) $ 42,579 Comprehensive income (loss) $ 42,579 $ 71,610 $ 1,928 $ (73,538 ) $ 42,579 Acadia Healthcare Company, Inc. Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2015 (In thousands) Parent Combined Combined Consolidating Total Operating activities: Net income (loss) $ 111,476 $ 138,764 $ 37,414 $ (176,178 ) $ 111,476 Adjustments to reconcile net income (loss) to net cash (used in) provided by continuing operating activities: Equity in earnings of subsidiaries (176,178 ) — — 176,178 — Depreciation and amortization — 41,768 21,782 — 63,550 Amortization of debt issuance costs 7,147 — (438 ) — 6,709 Equity-based compensation expense 20,472 — — — 20,472 Deferred income tax (benefit) expense 617 42,246 750 — 43,613 Loss from discontinued operations, net of taxes — (111 ) — — (111 ) Debt extinguishment costs 10,818 — — — 10,818 Loss (gain) on foreign currency derivatives 1,926 — — — 1,926 Other — 1,582 33 — 1,615 Change in operating assets and liabilities, net of effect of acquisitions: Accounts receivable, net — (18,632 ) (6,322 ) — (24,954 ) Other current assets — (1,152 ) (1,565 ) — (2,717 ) Other assets (1,100 ) (8,567 ) 546 1,100 (8,021 ) Accounts payable and other accrued liabilities — (7,583 ) 14,451 — 6,868 Accrued salaries and benefits — 312 1,346 — 1,658 Other liabilities — 9,350 (114 ) — 9,236 Net cash (used in) provided by continuing operating activities (24,822 ) 197,977 67,883 1,100 242,138 Net cash provided by discontinued operating activities — (1,735 ) — — (1,735 ) Net cash (used in) provided by operating activities (24,822 ) 196,242 67,883 1,100 240,403 Investing activities: Cash paid for acquisitions, net of cash acquired — (254,848 ) (319,929 ) — (574,777 ) Cash paid for capital expenditures — (172,329 ) (103,718 ) — (276,047 ) Cash paid for real estate acquisitions — (25,293 ) (1,329 ) — (26,622 ) Settlement of foreign currency derivatives — (1,926 ) — — (1,926 ) Other — (5,099 ) — — (5,099 ) Net cash used in investing activities — (459,495 ) (424,976 ) — (884,471 ) Financing activities: Borrowings on long-term debt 1,150,000 — — — 1,150,000 Borrowings on revolving credit facility 468,000 — — — 468,000 Principal payments on revolving credit facility (310,000 ) — — — (310,000 ) Principal payments on long-term debt (31,965 ) — (1,315 ) 1,315 (31,965 ) Repayment of assumed CRC debt (904,467 ) — — — (904,467 ) Repayments of senior notes (97,500 ) — — — (97,500 ) Payment of debt issuance costs (26,421 ) — — — (26,421 ) Payment of premium on senior notes (7,480 ) — — — (7,480 ) Issuance of Common Stock — 331,308 — — 331,308 Common stock withheld for minimum statutory taxes, net (7,762 ) — — — (7,762 ) Excess tax benefit from equity awards 309 — — — 309 Other — (420 ) — — (420 ) Cash provided by (used in) intercompany activity (207,892 ) (139,974 ) 350,281 (2,415 ) — Net cash provided by (used in) financing activities 24,822 190,914 348,966 (1,100 ) 563,602 Effect of exchange rate changes on cash — (2,359 ) — — (2,359 ) Net (decrease) increase in cash and cash equivalents — (74,698 ) (8,217 ) — (82,825 ) Cash and cash equivalents at beginning of the period — 76,685 17,355 — 94,040 Cash and cash equivalents at end of the period $ — $ 1,987 $ 9,228 $ — $ 11,215 Acadia Healthcare Company, Inc. Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2014 (In thousands) Parent Combined Combined Consolidating Total Operating activities: Net income (loss) $ 83,040 $ 83,824 $ 13,590 $ (97,414 ) $ 83,040 Adjustments to reconcile net income (loss) to net cash (used in) provided by continuing operating activities: Equity in earnings of subsidiaries (97,414 ) — — 97,414 — Depreciation and amortization — 22,990 9,677 — 32,667 Amortization of debt issuance costs 2,748 — 450 — 3,198 Equity-based compensation expense 10,058 — — — 10,058 Deferred income tax (benefit) expense (1,969 ) 5,231 3,953 — 7,215 Loss from discontinued operations, net of taxes — 192 — — 192 Gain on foreign currency derivatives (15,262 ) — — — (15,262 ) Other — 449 39 — 488 Change in operating assets and liabilities, net of effect of acquisitions: Accounts receivable, net — (13,636 ) (1,474 ) — (15,110 ) Other current assets — (2,205 ) 194 — (2,011 ) Other assets (1,151 ) (6,910 ) 397 1,151 (6,513 ) Accounts payable and other accrued liabilities — (5,559 ) 8,352 — 2,793 Accrued salaries and benefits — 11,035 945 — 11,980 Other liabilities — 1,769 980 — 2,749 Net cash (used in) provided by continuing operating activities (19,950 ) 97,180 37,103 1,151 115,484 Net cash used in discontinued operating activities — (198 ) — — (198 ) Net cash (used in) provided by operating activities (19,950 ) 96,982 37,103 1,151 115,286 Investing activities: Cash paid for acquisitions, net of cash acquired — (723,064 ) (15,638 ) — (738,702 ) Cash paid for capital expenditures — (83,864 ) (29,380 ) — (113,244 ) Cash paid for real estate acquisitions — (23,177 ) — — (23,177 ) Settlement of foreign currency derivatives 15,262 — — — 15,262 Other — (913 ) — — (913 ) Net cash used in investing activities 15,262 (831,018 ) (45,018 ) — (860,774 ) Financing activities: Borrowings on long-term debt 542,500 — — — 542,500 Borrowings on revolving credit facility 230,500 — — — 230,500 Principal payments on revolving credit facility (284,000 ) — — — (284,000 ) Principal payments on long-term debt (7,500 ) — (1,346 ) 1,151 (7,695 ) Payment of debt issuance costs (12,993 ) — — — (12,993 ) Issuance of common stock, net 374,431 — — — 374,431 Common stock withheld for minimum statutory taxes, net (4,099 ) — — — (4,099 ) Excess tax benefit from equity awards 4,617 — — — 4,617 Cash paid for contingent consideration — (5,000 ) — — (5,000 ) Other — (289 ) — — (289 ) Cash (used in) provided by intercompany activity (838,768 ) 816,010 23,135 (377 ) — Net cash provided by financing activities 4,688 810,721 21,789 774 837,972 Effect of exchange rate changes on cash — — (3,013 ) — (3,013 ) Net increase in cash and cash equivalents — 76,685 10,861 1,925 89,471 Cash and cash equivalents at beginning of the period — — 6,494 (1,925 ) 4,569 Cash and cash equivalents at end of the period $ — $ 76,685 $ 17,355 $ — $ 94,040 Acadia Healthcare Company, Inc. Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2013 (In thousands) Parent Combined Combined Consolidating Total Operating activities: Net income (loss) $ 42,579 $ 71,610 $ 1,928 $ (73,538 ) $ 42,579 Adjustments to reconcile net income (loss) to net cash (used in) provided by continuing operating activities: Equity in earnings of subsidiaries (73,538 ) — — 73,538 — Depreciation and amortization — 15,882 1,208 — 17,090 Amortization of debt issuance costs 2,725 — (461 ) — 2,264 Equity-based compensation expense 5,249 — — — 5,249 Deferred income tax expense (754 ) 10,278 559 — 10,083 Loss from discontinued operations, net of taxes — 691 — — 691 Debt extinguishment costs 9,350 — — — 9,350 Other — 21 — — 21 Change in operating assets and liabilities, net of effect of acquisitions: Accounts receivable, net — (22,768 ) 1,526 — (21,242 ) Other current assets — (3,774 ) 122 — (3,652 ) Other assets — (1,950 ) (289 ) — (2,239 ) Accounts payable and other accrued liabilities — (287 ) (561 ) — (848 ) Accrued salaries and benefits — 2,161 642 — 2,803 Other liabilities — 3,181 — — 3,181 Net cash (used in) provided by continuing operating activities (14,389 ) 75,045 4,674 — 65,330 Net cash used in discontinued operating activities — 232 — — 232 Net cash (used in) provided by operating activities (14,389 ) 75,277 4,674 — 65,562 Investing activities: Cash paid for acquisitions, net of cash acquired — (164,019 ) — — (164,019 ) Cash paid for capital expenditures — (68,497 ) (444 ) — (68,941 ) Cash paid for real estate acquisitions — (8,092 ) — — (8,092 ) Other — (1,926 ) — — (1,926 ) Net cash used in investing activities — (242,534 ) (444 ) — (242,978 ) Financing activities: Borrowings on long-term debt 150,000 — — — 150,000 Borrowings on revolving credit facility 61,500 — — — 61,500 Principal payments on revolving credit facility (8,000 ) — — — (8,000 ) Principal payments on long-term debt (7,500 ) — (180 ) — (7,680 ) Repayment of long-term debt (52,500 ) — — — (52,500 ) Payment of debt issuance costs (4,307 ) — — — (4,307 ) Payment of premium on note redemption (6,759 ) — — — (6,759 ) Issuance of common stock, net (205 ) — — — (205 ) Common stock withheld for minimum statutory taxes, net (1,242 ) — — — (1,242 ) Excess tax benefit from equity awards 1,779 — — — 1,779 Cash (used in) provided by intercompany activity (118,377 ) 117,950 2,352 (1,925 ) — Net cash (used in) provided by financing activities 14,389 117,950 2,172 (1,925 ) 132,586 Net (decrease) increase in cash and cash equivalents — (49,307 ) 6,402 (1,925 ) (44,830 ) Cash and cash equivalents at beginning of the period — 49,307 92 — 49,399 Cash and cash equivalents at end of the period $ — $ — $ 6,494 $ (1,925 ) $ 4,569 |