Financial Information for the Company and Its Subsidiaries | 18. Financial Information for the Company and Its Subsidiaries The Company conducts substantially all of its business through its subsidiaries. The 6.125% Senior Notes, 5.125% Senior Notes, 5.625% Senior Notes and 6.500% 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 March 31, 2016 and December 31, 2015, and for the three months ended March 31, 2016 and 2015. 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 March 31, 2016 (In thousands) Parent Combined Combined Consolidating Total Current assets: Cash and cash equivalents $ — $ 17,069 $ 19,513 $ — $ 36,582 Accounts receivable, net — 200,870 76,010 — 276,880 Other current assets — 65,826 20,879 (6,902 ) 79,803 Total current assets — 283,765 116,402 (6,902 ) 393,265 Property and equipment, net — 848,951 2,488,814 — 3,337,765 Goodwill — 1,837,710 933,655 — 2,771,365 Intangible assets, net — 57,059 45,534 — 102,593 Deferred tax assets – noncurrent 3,946 32,981 4,826 — 41,753 Investment in subsidiaries 5,266,912 — — (5,266,912 ) — Other assets 849,968 36,606 10,029 (846,985 ) 49,618 Total assets $ 6,120,826 $ 3,097,072 $ 3,599,260 $ (6,120,799 ) $ 6,696,359 Current liabilities: Current portion of long-term debt $ 68,988 $ — $ 235 $ — $ 69,223 Accounts payable — 75,861 42,349 — 118,210 Accrued salaries and benefits — 72,272 40,442 — 112,714 Other accrued liabilities 14,678 — 100,887 (6,902 ) 108,663 Total current liabilities 83,666 148,133 183,913 (6,902 ) 408,810 Long-term debt 3,474,290 — 870,264 (846,985 ) 3,497,569 Deferred tax liabilities – noncurrent — — 94,882 — 94,882 Other liabilities — 78,979 45,513 — 124,492 Total liabilities 3,557,956 227,112 1,194,572 (853,887 ) 4,125,753 Redeemable noncontrolling interests — — 7,736 — 7,736 Total equity 2,562,870 2,869,960 2,396,952 (5,266,912 ) 2,562,870 Total liabilities and equity $ 6,120,826 $ 3,097,072 $ 3,599,260 $ (6,120,799 ) $ 6,696,359 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 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 3,495,067 — — (3,495,067 ) — Other assets 427,270 32,947 2,322 (424,024 ) 38,515 Total assets $ 3,926,283 $ 3,018,837 $ 1,253,179 $ (3,919,091 ) $ 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 2,243,255 227,309 541,585 (424,024 ) 2,588,125 Redeemable noncontrolling interests — — 8,055 — 8,055 Total equity 1,683,028 2,791,528 703,539 (3,495,067 ) 1,683,028 Total liabilities and equity $ 3,926,283 $ 3,018,837 $ 1,253,179 $ (3,919,091 ) $ 4,279,208 Acadia Healthcare Company, Inc. Condensed Consolidating Statement of Comprehensive Income (Loss) Three Months Ended March 31, 2016 (In thousands) Parent Combined Combined Consolidating Total Revenue before provision for doubtful accounts $ — $ 402,934 $ 224,249 $ — $ 627,183 Provision for doubtful accounts — (9,342 ) (1,028 ) — (10,370 ) Revenue — 393,592 223,221 — 616,813 Salaries, wages and benefits 6,956 211,033 123,039 — 341,028 Professional fees — 22,677 17,314 — 39,991 Supplies — 18,462 8,223 — 26,685 Rents and leases — 8,577 6,229 — 14,806 Other operating expenses — 48,849 21,398 — 70,247 Depreciation and amortization — 12,751 15,224 — 27,975 Interest expense, net 13,433 16,093 8,188 — 37,714 Gain on foreign currency derivatives (410 ) — — — (410 ) Transaction-related expenses — 21,435 4,863 — 26,298 Total expenses 19,979 359,877 204,478 — 584,334 (Loss) income from continuing operations before income taxes (19,979 ) 33,715 18,743 — 32,479 Equity in earnings of subsidiaries 40,869 — — (40,869 ) — (Benefit from) provision for income taxes (4,479 ) 7,407 4,182 — 7,110 Income (loss) from continuing operations 25,369 26,308 14,561 (40,869 ) 25,369 Income from discontinued operations, net of income taxes — — — — — Net income (loss) 25,369 26,308 14,561 (40,869 ) 25,369 Net loss attributable to noncontrolling interests — — 319 — 319 Net income (loss) attributable to Acadia Healthcare $ 25,369 $ 26,308 $ 14,880 $ (40,869 ) $ 25,688 Other comprehensive loss: Foreign currency translation loss — — (48,415 ) — (48,415 ) Other comprehensive loss — — (48,415 ) — (48,415 ) Comprehensive income (loss) $ 25,369 $ 26,308 $ (33,535 ) $ (40,869 ) $ (22,727 ) Acadia Healthcare Company, Inc. Condensed Consolidating Statement of Comprehensive Income (Loss) Three Months Ended March 31, 2015 (In thousands) Parent Combined Combined Consolidating Total Revenue before provision for doubtful accounts $ — $ 287,765 $ 86,393 $ — $ 374,158 Provision for doubtful accounts — (7,419 ) (956 ) — (8,375 ) Revenue — 280,346 85,437 — 365,783 Salaries, wages and benefits 3,894 155,699 46,278 — 205,871 Professional fees — 16,485 5,942 — 22,427 Supplies — 13,009 3,245 — 16,254 Rents and leases — 5,117 769 — 5,886 Other operating expenses — 25,115 15,412 — 40,527 Depreciation and amortization — 8,711 4,393 — 13,104 Interest expense, net 12,948 5,721 3,477 — 22,146 Gain on foreign currency derivatives (53 ) — — — (53 ) Transaction-related expenses — 18,416 — — 18,416 Total expenses 16,789 248,273 79,516 — 344,578 (Loss) income from continuing operations before income taxes (16,789 ) 32,073 5,921 — 21,205 Equity in earnings of subsidiaries 25,987 — — (25,987 ) — (Benefit from) provision for income taxes (5,396 ) 10,497 1,512 — 6,613 Income (loss) from continuing operations 14,594 21,576 4,409 (25,987 ) 14,592 Income from discontinued operations, net of income taxes — 2 — — 2 Net income (loss) $ 14,594 $ 21,578 $ 4,409 $ (25,987 ) $ 14,594 Other comprehensive loss: Foreign currency translation loss — — (29,389 ) — (29,389 ) Other comprehensive loss — — (29,389 ) — (29,389 ) Comprehensive income (loss) $ 14,594 $ 21,578 $ (24,980 ) $ (25,987 ) $ (14,795 ) Acadia Healthcare Company, Inc. Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2016 (In thousands) Parent Combined Combined Consolidating Total Operating activities: Net income (loss) $ 25,369 $ 26,308 $ 14,561 $ (40,869 ) $ 25,369 Adjustments to reconcile net income (loss) to net cash (used in) provided by continuing operating activities: Equity in earnings of subsidiaries (40,869 ) — — 40,869 — Depreciation and amortization — 12,751 15,224 — 27,975 Amortization of debt issuance costs 2,254 — (107 ) — 2,147 Equity-based compensation expense 6,956 — — — 6,956 Deferred income tax (benefit) expense — 8,846 239 — 9,085 Gain on foreign currency derivatives (410 ) — — — (410 ) Other — 896 (14 ) — 882 Change in operating assets and liabilities, net of effect of acquisitions: Accounts receivable, net — (13,560 ) 9,811 — (3,749 ) Other current assets — (3,596 ) (4,479 ) — (8,075 ) Other assets — (1,992 ) (410 ) — (2,402 ) Accounts payable and other accrued liabilities — 7,564 (66 ) — 7,498 Accrued salaries and benefits — 6,388 (12,735 ) — (6,347 ) Other liabilities — 4,416 (4,062 ) — 354 Net cash (used in) provided by continuing operating activities (6,700 ) 48,021 17,962 — 59,283 Net cash used in discontinued operating activities — (619 ) — — (619 ) Net cash (used in) provided by operating activities (6,700 ) 47,402 17,962 — 58,664 Investing activities: Cash paid for acquisitions, net of cash acquired — — (580,096 ) — (580,096 ) Cash paid for capital expenditures — (64,272 ) (25,817 ) — (90,089 ) Cash paid for real estate acquisitions — (2,998 ) (11,801 ) — (14,799 ) Settlement of foreign currency derivatives — 745 — — 745 Other — (1,208 ) — — (1,208 ) Net cash used in investing activities — (67,733 ) (617,714 ) — (685,447 ) Financing activities: Borrowings on long-term debt 1,480,000 — — — 1,480,000 Borrowings on revolving credit facility 58,000 — — — 58,000 Principal payments on revolving credit facility (166,000 ) — — — (166,000 ) Principal payments on long-term debt (13,669 ) — — — (13,669 ) Repayment of assumed debt (1,348,389 ) — — — (1,348,389 ) Payment of debt issuance costs (34,167 ) — — — (34,167 ) Issuance of common stock 685,097 — — — 685,097 Common stock withheld for minimum statutory taxes, net (6,679 ) — — — (6,679 ) Excess tax benefit from equity awards — — — — — Other — (224 ) — — (224 ) Cash (used in) provided by intercompany activity (647,493 ) 35,637 611,856 — — Net cash provided by financing activities 6,700 35,413 611,856 — 653,969 Effect of exchange rate changes on cash — — (1,819 ) — (1,819 ) Net increase in cash and cash equivalents — 15,082 10,285 — 25,367 Cash and cash equivalents at beginning of the period — 1,987 9,228 — 11,215 Cash and cash equivalents at end of the period $ — $ 17,069 $ 19,513 $ — $ 36,582 Acadia Healthcare Company, Inc. Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2015 (In thousands) Parent Combined Combined Consolidating Total Operating activities: Net income (loss) $ 14,594 $ 21,578 $ 4,409 $ (25,987 ) $ 14,594 Adjustments to reconcile net income (loss) to net cash (used in) provided by continuing operating activities: Equity in earnings of subsidiaries (25,987 ) — — 25,987 — Depreciation and amortization — 8,711 4,393 — 13,104 Amortization of debt issuance costs 1,578 — (110 ) — 1,468 Equity-based compensation expense 3,894 — — — 3,894 Deferred income tax (benefit) expense 646 18,354 224 — 19,224 Loss from discontinued operations, net of taxes — (2 ) — — (2 ) Gain on foreign currency derivatives (53 ) — — — (53 ) Other — 364 14 — 378 Change in operating assets and liabilities, net of effect of acquisitions: — Accounts receivable, net — (8,265 ) 1,308 — (6,957 ) Other current assets — (24,182 ) 424 — (23,758 ) Other assets — (638 ) 2 — (636 ) Accounts payable and other accrued liabilities — 6,645 (5,371 ) — 1,274 Accrued salaries and benefits — (4,440 ) (582 ) — (5,022 ) Other liabilities — 762 (182 ) — 580 Net cash (used in) provided by continuing operating activities (5,328 ) 18,887 4,529 — 18,088 Net cash provided by discontinued operating activities — 134 — — 134 Net cash (used in) provided by operating activities (5,328 ) 19,021 4,529 — 18,222 Investing activities: Cash paid for acquisitions, net of cash acquired — (48,317 ) (1,301 ) — (49,618 ) Cash paid for capital expenditures — (41,426 ) (11,453 ) — (52,879 ) Cash paid for real estate acquisitions — (1,722 ) — — (1,722 ) Other — (383 ) — — (383 ) Net cash used in investing activities — (91,848 ) (12,754 ) — (104,602 ) Financing activities: Borrowings on long-term debt 875,000 — — — 875,000 Borrowings on revolving credit facility 93,000 — — — 93,000 Principal payments on long-term debt (7,938 ) — — — (7,938 ) Repayment of assumed debt (904,467 ) — — — (904,467 ) Payment of debt issuance costs (22,191 ) — — — (22,191 ) Common stock withheld for minimum statutory taxes, net (5,110 ) — — — (5,110 ) Excess tax benefit from equity awards 4,310 — — — 4,310 Cash (used in) provided by intercompany activity (27,276 ) 10,964 16,312 — — Net cash provided by financing activities 5,328 10,964 16,312 — 32,604 Effect of exchange rate changes on cash — — (2,232 ) — (2,232 ) Net (decrease) increase in cash and cash equivalents — (61,863 ) 5,855 — (56,008 ) Cash and cash equivalents at beginning of the period — 76,685 17,355 — 94,040 Cash and cash equivalents at end of the period $ — $ 14,822 $ 23,210 $ — $ 38,032 |