Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Jul. 29, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | ACHC | |
Entity Registrant Name | Acadia Healthcare Company, Inc. | |
Entity Central Index Key | 1,520,697 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 87,416,820 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 30,716 | $ 11,215 |
Accounts receivable, net of allowance for doubtful accounts of $36,246 and $29,332, respectively | 285,132 | 216,626 |
Other current assets | 76,519 | 66,895 |
Total current assets | 392,367 | 294,736 |
Property and equipment, net | 3,274,540 | 1,709,053 |
Goodwill | 2,832,201 | 2,128,215 |
Intangible assets, net | 84,996 | 59,575 |
Deferred tax assets - noncurrent | 17,929 | 49,114 |
Derivative instruments | 40,459 | |
Other assets | 42,007 | 38,515 |
Total assets | 6,684,499 | 4,279,208 |
Current liabilities: | ||
Current portion of long-term debt | 73,410 | 45,360 |
Accounts payable | 108,211 | 91,341 |
Accrued salaries and benefits | 113,392 | 80,696 |
Other accrued liabilities | 124,788 | 72,806 |
Total current liabilities | 419,801 | 290,203 |
Long-term debt | 3,578,383 | 2,195,384 |
Deferred tax liabilities - noncurrent | 85,526 | 23,936 |
Other liabilities | 151,628 | 78,602 |
Total liabilities | 4,235,338 | 2,588,125 |
Redeemable noncontrolling interests | 12,881 | 8,055 |
Equity: | ||
Preferred stock, $0.01 par value; 10,000,000 shares authorized, no shares issued | ||
Common stock, $0.01 par value; 180,000,000 and 90,000,000 shares authorized at June 30, 2016 and December 31, 2015, respectively; 86,571,040 and 70,745,746 issued and outstanding as of June 30, 2016 and December 31, 2015, respectively | 865 | 707 |
Additional paid-in capital | 2,481,897 | 1,572,972 |
Accumulated other comprehensive loss | (342,611) | (104,647) |
Retained earnings | 296,129 | 213,996 |
Total equity | 2,436,280 | 1,683,028 |
Total liabilities and equity | $ 6,684,499 | $ 4,279,208 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Receivable, allowance for doubtful accounts | $ 36,246 | $ 29,332 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, authorized | 10,000,000 | 10,000,000 |
Preferred stock, issued | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 180,000,000 | 90,000,000 |
Common stock, shares issued | 86,571,040 | 70,745,746 |
Common stock, shares outstanding | 86,571,040 | 70,745,746 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Statement [Abstract] | ||||
Revenue before provision for doubtful accounts | $ 767,054 | $ 461,798 | $ 1,394,237 | $ 835,956 |
Provision for doubtful accounts | (10,506) | (8,138) | (20,876) | (16,513) |
Revenue | 756,548 | 453,660 | 1,373,361 | 819,443 |
Salaries, wages and benefits (including equity-based compensation expense of $6,888, $5,355, $13,844 and $9,249, respectively) | 408,287 | 243,302 | 749,315 | 449,173 |
Professional fees | 50,292 | 30,029 | 90,283 | 52,456 |
Supplies | 31,209 | 20,542 | 57,894 | 36,796 |
Rents and leases | 20,467 | 8,211 | 35,273 | 14,097 |
Other operating expenses | 80,955 | 51,128 | 151,202 | 91,655 |
Depreciation and amortization | 36,752 | 14,926 | 64,727 | 28,030 |
Interest expense, net | 48,758 | 28,049 | 86,472 | 50,195 |
(Gain) loss on foreign currency derivatives | (98) | 961 | (508) | 908 |
Transaction-related expenses | 6,074 | 7,157 | 32,372 | 25,573 |
Total expenses | 682,696 | 404,305 | 1,267,030 | 748,883 |
Income from continuing operations before income taxes | 73,852 | 49,355 | 106,331 | 70,560 |
Provision for income taxes | 18,261 | 15,512 | 25,371 | 22,125 |
Income (loss) from continuing operations | 55,591 | 33,843 | 80,960 | 48,435 |
Income from discontinued operations, net of income taxes | 1 | 3 | ||
Net income | 55,591 | 33,844 | 80,960 | 48,438 |
Net loss attributable to noncontrolling interests | 854 | 1,173 | ||
Net income attributable to Acadia Healthcare Company, Inc. | $ 56,445 | $ 33,844 | $ 82,133 | $ 48,438 |
Basic earnings attributable to Acadia Healthcare Company, Inc. stockholders: | ||||
Income from continuing operations | $ 0.65 | $ 0.50 | $ 0.97 | $ 0.74 |
Income from discontinued operations | 0 | 0 | 0 | 0 |
Net income | 0.65 | 0.50 | 0.97 | 0.74 |
Diluted earnings attributable to Acadia Healthcare Company, Inc. stockholders: | ||||
Income from continuing operations | 0.65 | 0.49 | 0.97 | 0.74 |
Income from discontinued operations | 0 | 0 | 0 | 0 |
Net income | $ 0.65 | $ 0.49 | $ 0.97 | $ 0.74 |
Weighted-average shares outstanding: | ||||
Basic | 86,553 | 68,296 | 84,748 | 65,429 |
Diluted | 86,876 | 68,735 | 85,052 | 65,782 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Income (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Statement [Abstract] | ||||
Equity-based compensation expense | $ 6,888 | $ 5,355 | $ 13,844 | $ 9,249 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 55,591 | $ 33,844 | $ 80,960 | $ 48,438 |
Other comprehensive income: | ||||
Foreign currency translation (loss) gain | (213,468) | 46,173 | (261,883) | 16,784 |
Gain on derivative instruments, net of tax of $16,540, $0, $16,540 and $0, respectively | 23,919 | 23,919 | ||
Other comprehensive (loss) income | (189,549) | 46,173 | (237,964) | 16,784 |
Comprehensive (loss) income | (133,958) | 80,017 | (157,004) | 65,222 |
Comprehensive loss attributable to noncontrolling interests | 854 | 1,173 | ||
Comprehensive (loss) income attributable to Acadia Healthcare Company, Inc. | $ (133,104) | $ 80,017 | $ (155,831) | $ 65,222 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Comprehensive Income (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Gain on derivative instruments, tax | $ 16,540 | $ 0 | $ 16,540 | $ 0 |
Condensed Consolidated Stateme8
Condensed Consolidated Statement of Equity (Unaudited) - 6 months ended Jun. 30, 2016 - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Other Comprehensive Loss [Member] | Retained Earnings (Accumulated Deficit) [Member] |
Balance at Dec. 31, 2015 | $ 1,683,028 | $ 707 | $ 1,572,972 | $ (104,647) | $ 213,996 |
Balance, shares at Dec. 31, 2015 | 70,745,746 | 70,746,000 | |||
Common stock issued under stock incentive plans | $ 281 | $ 3 | 278 | ||
Common stock issued under stock incentive plans, shares | 12,700 | 291,000 | |||
Common stock withheld for minimum statutory taxes | $ (7,646) | (7,646) | |||
Equity-based compensation expense | 13,844 | 13,844 | |||
Issuance of common stock, net | 901,979 | $ 155 | 901,824 | ||
Issuance of common stock, net, shares | 15,534,000 | ||||
Other comprehensive loss | (237,964) | (237,964) | |||
Other | 625 | 625 | |||
Net income | 82,133 | 82,133 | |||
Balance at Jun. 30, 2016 | $ 2,436,280 | $ 865 | $ 2,481,897 | $ (342,611) | $ 296,129 |
Balance, shares at Jun. 30, 2016 | 86,571,040 | 86,571,000 |
Condensed Consolidated Stateme9
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Operating activities: | ||
Net income | $ 80,960 | $ 48,438 |
Adjustments to reconcile net income to net cash provided by continuing operating activities: | ||
Depreciation and amortization | 64,727 | 28,030 |
Amortization of debt issuance costs | 4,956 | 3,218 |
Equity-based compensation expense | 13,844 | 9,249 |
Deferred income tax expense | 16,821 | 24,682 |
Income from discontinued operations, net of taxes | (3) | |
(Gain) loss on foreign currency derivatives | (508) | 908 |
Other | 704 | 692 |
Change in operating assets and liabilities, net of effect of acquisitions: | ||
Accounts receivable, net | (18,982) | (10,442) |
Other current assets | (7,256) | (13,048) |
Other assets | 1,582 | (1,218) |
Accounts payable and other accrued liabilities | 29,101 | (4,313) |
Accrued salaries and benefits | (3,846) | (225) |
Other liabilities | 3,728 | 4,619 |
Net cash provided by continuing operating activities | 185,831 | 90,587 |
Net cash (used in) provided by discontinued operating activities | (2,973) | 554 |
Net cash provided by operating activities | 182,858 | 91,141 |
Investing activities: | ||
Cash paid for acquisitions, net of cash acquired | (683,285) | (286,734) |
Cash paid for capital expenditures | (177,718) | (122,035) |
Cash paid for real estate acquisitions | (28,439) | (3,428) |
Settlement of foreign currency derivatives | 508 | (908) |
Other | (1,084) | (481) |
Net cash used in investing activities | (890,018) | (413,586) |
Financing activities: | ||
Borrowings on long-term debt | 1,480,000 | 875,000 |
Borrowings on revolving credit facility | 158,000 | 180,000 |
Principal payments revolving credit facility | (166,000) | (180,000) |
Principal payments on long-term debt | (29,869) | (15,875) |
Repayment of assumed debt | (1,348,389) | (904,467) |
Payment of debt issuance costs | (35,511) | (22,775) |
Issuance of common stock, net | 685,097 | 331,530 |
Common stock withheld for minimum statutory taxes, net | (7,365) | (7,826) |
Excess tax benefit from equity awards | 6,327 | |
Other | (823) | (150) |
Net cash provided by financing activities | 735,140 | 261,764 |
Effect of exchange rate changes on cash | (8,479) | 1,213 |
Net increase (decrease) in cash and cash equivalents | 19,501 | (59,468) |
Cash and cash equivalents at beginning of the period | 11,215 | 94,040 |
Cash and cash equivalents at end of the period | 30,716 | 34,572 |
Effect of acquisitions: | ||
Assets acquired, excluding cash | 2,504,223 | 1,636,164 |
Liabilities assumed | (1,604,056) | (1,009,944) |
Issuance of common stock in connection with acquisition | (216,882) | (380,210) |
Deposits paid for acquisitions | 40,724 | |
Cash paid for acquisitions, net of cash acquired | $ 683,285 | $ 286,734 |
Description of Business and Bas
Description of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Description of Business and Basis of Presentation | 1. Description of Business and Basis of Presentation Description of Business Acadia Healthcare Company, Inc. (the “Company”) develops and operates inpatient psychiatric facilities, residential treatment centers, group homes, substance abuse facilities and facilities providing outpatient behavioral healthcare services to serve the behavioral health and recovery needs of communities throughout the United States (U.S.), the United Kingdom (U.K.) and Puerto Rico. At June 30, 2016, the Company operated 591 behavioral healthcare facilities with approximately 17,800 beds in 39 states, the U.K. and Puerto Rico. Basis of Presentation The business of the Company is conducted through limited liability companies, C-corporations and, for the U.K. facilities, their foreign counterparts. The Company’s consolidated financial statements include the accounts of the Company and all subsidiaries controlled by the Company through its’ direct or indirect ownership of majority interests and exclusive rights granted to the Company as the controlling member of an entity. All intercompany accounts and transactions have been eliminated in consolidation. The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation of our financial position and results of operations have been included. The Company’s fiscal year ends on December 31 and interim results are not necessarily indicative of results for a full year or any other interim period. The condensed consolidated balance sheet at December 31, 2015 has been derived from the audited financial statements as of that date. The information contained in these condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the fiscal year ended December 31, 2015 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 25, 2016. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Certain reclassifications have been made to prior years to conform to the current year presentation. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 2. Earnings Per Share Basic and diluted earnings per share are calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 260, “ Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share for the three and six months ended June 30, 2016 and 2015 (in thousands except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Numerator: Basic and diluted earnings per share attributable to Acadia Healthcare Company, Inc.: Income from continuing operations $ 56,445 $ 33,843 $ 82,133 $ 48,435 Income from discontinued operations — 1 — 3 Net income attributable to Acadia Healthcare Company, Inc. $ 56,445 $ 33,844 $ 82,133 $ 48,438 Denominator: Weighted average shares outstanding for basic earnings per share 86,553 68,296 84,748 65,429 Effect of dilutive instruments 323 439 304 353 Shares used in computing diluted earnings per common share 86,876 68,735 85,052 65,782 Basic earnings per share: Income from continuing operations $ 0.65 $ 0.50 $ 0.97 $ 0.74 Income from discontinued operations — — — — Net income $ 0.65 $ 0.50 $ 0.97 $ 0.74 Diluted earnings per share: Income from continuing operations $ 0.65 $ 0.49 $ 0.97 $ 0.74 Income from discontinued operations — — — — Net income $ 0.65 $ 0.49 $ 0.97 $ 0.74 Approximately 1.2 million and 0.3 million shares of common stock issuable upon exercise of outstanding stock option awards were excluded from the calculation of diluted earnings per share for the three months ended June 30, 2016 and 2015, respectively, because their effect would have been anti-dilutive. Approximately 1.2 million and 0.9 million shares of common stock issuable upon exercise of outstanding stock option awards were excluded from the calculation of diluted earnings per share for the six months ended June 30, 2016 and 2015, respectively, because their effect would have been anti-dilutive. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions 2016 U.S. Acquisitions On June 1, 2016, the Company completed the acquisition of Pocono Mountain Recovery Center (“Pocono Mountain”), an inpatient psychiatric facility with 108 beds located in Henryville, Pennsylvania, for total consideration of approximately $25.2 million. The Company may make a cash payment of up to $5.0 million under an earn-out agreement, contingent upon achievement by Pocono Mountain of certain operating performance targets for the one-year period ending May 31, 2017. On May 1, 2016, the Company completed the acquisition of TrustPoint Hospital (“TrustPoint”), an inpatient psychiatric facility with 100 beds located in Murfreesboro, Tennessee, for cash consideration of approximately $62.7 million. On April 1, 2016, the Company completed the acquisition of Serenity Knolls (“Serenity Knolls”), an inpatient psychiatric facility with 30 beds located in Forrest Knolls, California, for cash consideration of approximately $9.7 million. Priory On February 16, 2016, the Company completed the acquisition of Priory Group No. 1 Limited (“Priory”) for a total purchase price of approximately $2.2 billion, including total cash consideration of approximately $1.9 billion and the issuance of 4,033,561 shares of its common stock. Priory is the leading independent provider of behavioral healthcare services in the U.K. At February 16, 2016, Priory operated 324 facilities with approximately 7,100 beds. The Competition and Markets Authority (“CMA”) in the U.K. has been reviewing the Company’s acquisition of Priory. On July 14, 2016, the CMA announced that the Company’s acquisition of Priory will be referred for a phase 2 investigation unless the Company offers undertakings to address the CMA’s competition concerns relating to the provision of behavioral healthcare services in certain markets. On July 28, 2016, the CMA announced that the Company has offered undertakings to address the CMA’s concerns and that, in lieu of a phase 2 investigation, the CMA will consider the Company’s undertakings. The Company’s undertakings provide for the sale of 19 Priory and Partnerships in Care behavioral healthcare facilities with an aggregate of approximately 750 beds. The Company will not be allowed to integrate Priory’s business until the CMA completes its review process. 2015 U.S. Acquisitions On December 1, 2015, the Company completed the acquisition of certain facilities from MMO Behavioral Health Systems (“MMO”), including two acute inpatient behavioral health facilities with a total of 80 beds located in Jennings and Covington, Louisiana, for cash consideration of approximately $20.2 million. On November 1, 2015, the Company completed the acquisitions of (i) Discovery House-Group Inc. (“Discovery House”) for cash consideration of approximately $118.3 million and (ii) Duffy’s Napa Valley Rehab (“Duffy’s”) for cash consideration of approximately $29.6 million. Discovery House operates 19 comprehensive treatment centers located in four states. Duffy’s is a substance abuse facility with 61 beds located in Calistoga, California. On August 31, 2015, the Company completed the acquisition of a controlling interest in Southcoast Behavioral (“Southcoast”), an inpatient psychiatric facility located in Fairhaven, Massachusetts. The Company owns 75% of the equity interests in the facility. The value of the 25% noncontrolling interest approximates $9.2 million. On July 1, 2015, the Company completed the acquisition of the assets of Belmont Behavioral Health (“Belmont”), an inpatient psychiatric facility with 147 beds located in Philadelphia, Pennsylvania for cash consideration of approximately $39.0 million which consists of $35.0 million base purchase price and a working capital settlement of $4.0 million. On March 1, 2015, the Company acquired the stock of Quality Addiction Management, Inc. (“QAM”) for cash consideration of approximately $54.8 million. QAM operates seven comprehensive treatment centers located in Wisconsin. On February 11, 2015, the Company completed its acquisition of CRC Health Group, Inc. (“CRC”) for total consideration of approximately $1.3 billion. As consideration for the acquisition, the Company issued 5,975,326 shares of its common stock to certain holders of CRC common stock and repaid CRC’s outstanding indebtedness of $904.5 million. CRC is a leading provider of treatment services related to substance abuse and other addiction and behavioral disorders. At the acquisition date, CRC operated 35 inpatient facilities with over 2,400 beds and 81 comprehensive treatment centers located in 30 states. 2015 U.K. Acquisitions On November 1, 2015, the Company completed the acquisition of Cleveland House, an inpatient psychiatric facility with 32 beds located in England, for cash consideration of approximately $10.3 million. On October 1, 2015, the Company completed the acquisition of Meadow View, an inpatient psychiatric facility with 28 beds located in England, for cash consideration of approximately $6.8 million. On September 1, 2015, the Company completed the acquisitions of (i) three facilities from The Danshell Group (“Danshell”) for approximately $59.8 million, (ii) two facilities from Health and Social Care Partnerships (“H&SCP”) for approximately $26.2 million and (iii) Manor Hall for approximately $14.0 million. The inpatient psychiatric facilities acquired from Danshell have an aggregate of 73 beds and are located in England. The inpatient psychiatric facilities acquired from H&SCP have an aggregate of 50 beds and are located in England. Manor Hall has 26 beds and is located in England. On July 1, 2015, the Company completed the acquisition of The Manor Clinic, a substance abuse facility with 15 beds located in England, for cash consideration of approximately $5.9 million. On June 1, 2015, the Company completed the acquisitions of (i) one facility from Choice Lifestyles (“Choice”) for cash consideration of approximately $25.9 million and (ii) 15 facilities from Care UK Limited (“Care UK”) for approximately $88.2 million. The inpatient psychiatric facility acquired from Choice has 42 beds and is located in England. The inpatient psychiatric facilities acquired from Care UK have an aggregate of 299 beds and are located in England. On April 1, 2015, the Company completed the acquisitions of (i) two facilities from Choice for cash consideration of approximately $37.5 million, (ii) Pastoral Care Group (“Pastoral”) for approximately $34.2 million and (iii) Mildmay Oaks f/k/a Vista Independent Hospital (“Mildmay Oaks”) for cash consideration of approximately $14.9 million. The two inpatient psychiatric facilities acquired from Choice have an aggregate of 48 beds and are located in England. Pastoral operates two inpatient psychiatric facilities with an aggregate of 65 beds located in Wales. Mildmay Oaks is an inpatient psychiatric facility with 67 beds located in England. Summary of Acquisitions The Company selectively seeks opportunities to expand and diversify its base of operations by acquiring additional facilities. Approximately $374.4 million of the goodwill associated with domestic acquisitions completed in 2016 and 2015 is deductible for federal income tax purposes. The fair values assigned to certain assets and liabilities assumed by the Company have been estimated on a preliminary basis and are subject to change as new facts and circumstances emerge that were present at the date of acquisition. Specifically, the Company is further assessing the valuation of certain real property and intangible assets and certain tax matters as well as certain receivables and assumed liabilities of Pocono Mountain, TrustPoint, Serenity Knolls, Priory, MMO, Discovery House, Duffy’s, Cleveland House, Meadow View, Danshell, H&SCP, Manor Hall, The Manor Clinic and Belmont. The preliminary fair values of assets acquired and liabilities assumed, at the corresponding acquisition dates, during the six months ended June 30, 2016 in connection with the 2016 acquisitions were as follows (in thousands): Priory Other Total Cash $ 10,253 $ 2,488 $ 12,741 Accounts receivable 57,832 4,289 62,121 Prepaid expenses and other current assets 7,921 75 7,996 Property and equipment 1,603,306 35,400 1,638,706 Goodwill 668,915 95,274 764,189 Intangible assets 23,200 204 23,404 Other assets 7,760 47 7,807 Total assets acquired 2,379,187 137,777 2,516,964 Accounts payable 24,203 805 25,008 Accrued salaries and benefits 39,588 760 40,348 Other accrued expenses 47,016 293 47,309 Deferred tax liabilities – noncurrent 67,598 — 67,598 Long-term debt 1,348,389 — 1,348,389 Other liabilities 45,162 30,242 75,404 Total liabilities assumed 1,571,956 32,100 1,604,056 Net assets acquired $ 807,231 $ 105,677 $ 912,908 The preliminary fair values of assets acquired and liabilities assumed, at the corresponding acquisition dates, during the year ended December 31, 2015 in connection with the 2015 acquisitions were as follows (in thousands): CRC Other Total Cash $ 19,599 $ 5,330 $ 24,929 Accounts receivable 47,035 20,566 67,601 Prepaid expenses and other current assets 26,945 2,674 29,619 Property and equipment 136,163 273,143 409,306 Goodwill 1,043,601 321,387 1,364,988 Intangible assets 37,000 204 37,204 Deferred tax assets-noncurrent 74,383 — 74,383 Other assets 6,478 51 6,529 Total assets acquired 1,391,204 623,355 2,014,559 Accounts payable 4,741 4,937 9,678 Accrued salaries and benefits 14,827 3,321 18,148 Other accrued expenses 38,873 5,290 44,163 Deferred tax liabilities – noncurrent — 13,541 13,541 Debt 904,467 — 904,467 Other liabilities 34,720 10 34,730 Total liabilities assumed 997,628 27,099 1,024,727 Redeemable noncontrolling interests — 9,132 9,132 Net assets acquired $ 393,576 $ 587,124 $ 980,700 Other The qualitative factors comprising the goodwill acquired in the CRC, QAM, Choice, Pastoral, Mildmay Oaks, Care UK, The Manor Clinic, Belmont, Southcoast, Danshell, H&SCP, Manor Hall, Meadow View, Cleveland House, Duffy’s, Discovery House, MMO, Priory, Serenity Knolls, TrustPoint and Pocono Mountain acquisitions (collectively the “2015 and 2016 Acquisitions”) include efficiencies derived through synergies expected by the elimination of certain redundant corporate functions and expenses, the ability to leverage call center referrals to a broader provider base, coordination of services provided across the combined network of facilities, achievement of operating efficiencies by benchmarking performance, and applying best practices throughout the combined companies. Transaction-related expenses comprised the following costs for the three and six months ended June 30, 2016 and 2015 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Advisory and financing commitment fees $ — $ — $ 14,850 $ 10,337 Legal, accounting and other costs 4,653 5,234 16,101 9,054 Severance and contract termination costs 1,421 1,923 1,421 6,182 $ 6,074 $ 7,157 $ 32,372 $ 25,573 Pro Forma Information The condensed consolidated statements of income for the three and six months ended June 30, 2016 include revenue of $424.1 million and $718.7 million, respectively, and income from continuing operations before income taxes of $34.0 million and $81.4 million, respectively, related to the 2015 and 2016 Acquisitions. The condensed consolidated statements of income for the three and six months ended June 30, 2015 include revenue of $141.2 million and $209.8 million, respectively, and income from continuing operations before income taxes of $34.7 million and $48.1 million, respectively, related to acquisitions completed in 2015. The following table provides certain pro forma financial information for the Company as if the 2015 and 2016 Acquisitions occurred as of January 1, 2015 (in thousands): Three Months Ended Six Months Ended 2016 2015 2016 2015 Revenue $ 761,048 $ 726,929 $ 1,490,720 $ 1,423,281 Income from continuing operations, before income taxes $ 74,572 $ 55,320 $ 87,925 $ 71,426 |
Other Intangible Assets
Other Intangible Assets | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other Intangible Assets | 4. Other Intangible Assets Other identifiable intangible assets and related accumulated amortization consisted of the following as of June 30, 2016 and December 31, 2015 (in thousands): Gross Carrying Amount Accumulated Amortization June 30, 2016 December 31, 2015 June 30, 2016 December 31, Intangible assets subject to amortization: Contract intangible assets $ 2,100 $ 2,100 $ (1,960 ) $ (1,750 ) Non-compete agreements 1,247 1,247 (1,247 ) (1,247 ) 3,347 3,347 (3,207 ) (2,997 ) Intangible assets not subject to amortization: Licenses and accreditations 12,398 11,479 — — Trade names 59,224 37,800 — — Certificates of need 13,234 9,946 — — 84,856 59,225 — — Total $ 88,203 $ 62,572 $ (3,207 ) $ (2,997 ) Amortization expense related to definite-lived intangible assets was $0.1 million for both the three months ended June 30, 2016 and 2015, respectively, and $0.2 million and $0.3 million for the six months ended June 30, 2016 and 2015, respectively. Estimated amortization expense for the years ending December 31, 2016, 2017, 2018, 2019 and 2020 is $0.4 million, $0, $0, $0 and $0, respectively. The Company’s licenses and accreditations, trade names and certificate of need intangible assets have indefinite lives and are, therefore, not subject to amortization. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 5. Property and Equipment Property and equipment consists of the following as of June 30, 2016 and December 31, 2015 (in thousands): June 30, 2016 December 31, 2015 Land $ 529,258 $ 214,138 Building and improvements 2,418,108 1,277,800 Equipment 359,728 141,543 Construction in progress 149,374 195,042 3,456,468 1,828,523 Less accumulated depreciation (181,928 ) (119,470 ) Property and equipment, net $ 3,274,540 $ 1,709,053 |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 6. Long-Term Debt Long-term debt consisted of the following (in thousands): June 30, 2016 December 31, 2015 Amended and Restated Senior Credit Facility: Senior Secured Term A Loans $ 613,156 $ 500,750 Senior Secured Term B Loans 1,442,725 495,000 Senior Secured Revolving Line of Credit 150,000 158,000 6.125% Senior Notes due 2021 150,000 150,000 5.125% Senior Notes due 2022 300,000 300,000 5.625% Senior Notes due 2023 650,000 650,000 6.500% Senior Notes due 2024 390,000 — 9.0% and 9.5% Revenue Bonds 22,410 22,410 Less: unamortized debt issuance costs, discount and premium (66,498 ) (35,416 ) 3,651,793 2,240,744 Less: current portion (73,410 ) (45,360 ) Long-term debt $ 3,578,383 $ 2,195,384 Amended and Restated Senior Credit Facility The Company entered into a senior secured credit facility (the “Senior Secured Credit Facility”) on April 1, 2011. On December 31, 2012, the Company entered into an Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”) which amended and restated the Senior Secured Credit Facility (the “Amended and Restated Senior Credit Facility”). The Company has amended the Amended and Restated Credit Agreement from time to time as described in the Company’s prior filings with the Securities and Exchange Commission. On February 6, 2015, the Company entered into a Seventh Amendment (the “Seventh Amendment”) to the Amended and Restated Credit Agreement. The Seventh Amendment added Citibank, N.A. as an “L/C Issuer” under the Amended and Restated Credit Agreement in order to permit the rollover of CRC’s existing letters of credit into the Amended and Restated Credit Agreement and increased both the Company’s Letter of Credit Sublimit and Swing Line Sublimit to $20.0 million. On February 11, 2015, the Company entered into a First Incremental Facility Amendment (the “First Incremental Amendment”) to the Amended and Restated Credit Agreement. The First Incremental Amendment activated a new $500.0 million incremental Term Loan B facility (the “Existing TLB Facility”) that was added to the Amended and Restated Senior Credit Facility, subject to limited conditionality provisions. Borrowings under the Existing TLB Facility were used to fund a portion of the purchase price for the acquisition of CRC. On April 22, 2015, the Company entered into an Eighth Amendment (the “Eighth Amendment”) to the Amended and Restated Credit Agreement. The Eighth Amendment changed the definition of “Change of Control” in part to remove a provision whose purpose was, when calculating whether a majority of incumbent directors have approved new directors, that any incumbent director that became a director as a result of a threatened or actual proxy contest was not counted in such calculation. On January 25, 2016, the Company entered into the Ninth Amendment (the “Ninth Amendment”) to the Amended and Restated Credit Agreement. The Ninth Amendment modifies certain definitions and provides increased flexibility to the Company in terms of its financial covenants. The Company’s baskets for permitted investments were also increased to provide increased flexibility for it to invest in non-wholly owned subsidiaries, joint ventures and foreign subsidiaries. The Company may now invest in non-wholly owned subsidiaries and joint ventures up to 10.0% of the Company and its subsidiaries’ total assets in any four consecutive fiscal quarter period, and up to 12.5% of the Company and its subsidiaries’ total assets during the term of the Amended and Restated Credit Agreement. The Company may also invest in foreign subsidiaries that are not loan parties up to 10% of the Company and its subsidiaries’ total assets in any consecutive four fiscal quarter period, and up to 15% of the Company and its subsidiaries’ total assets during the term of the Amended and Restated Credit Agreement. The foregoing permitted investments are subject to an aggregate cap of 25% of the Company and its subsidiaries’ total assets in any fiscal year. On February 16, 2016, the Company entered into a Second Incremental Facility Amendment (the “Second Incremental Amendment”) to the Amended and Restated Credit Agreement. The Second Incremental Amendment activated a new $955.0 million incremental Term Loan B facility (the “New TLB Facility”) and added $135.0 million to the Term Loan A facility (the “TLA Facility”) to the Amended and Restated Senior Credit Facility, subject to limited conditionality provisions. Borrowings under the New TLB Facility were used to fund a portion of the purchase price for the acquisition of Priory and the fees and expenses for such acquisition and the related financing transactions. Borrowings under the TLA Facility were used to pay down the majority of our $300.0 million revolving credit facility. On May 26, 2016, the Company entered into a Tranche B-1 Repricing Amendment (the “Repricing Amendment”) to the Amended and Restated Credit Agreement. The Repricing Amendment reduces the Applicable Rate with respect to the Existing TLB Facility from 3.5% to 3.0% in the case of Eurodollar Rate loans and 2.5% to 2.0% in the case of Base Rate Loans. The Company had $141.4 million of availability under the revolving line of credit as of June 30, 2016. Borrowings under the revolving line of credit are subject to customary conditions precedent to borrowing. The Amended and Restated Credit Agreement requires quarterly term loan principal repayments of our TLA Facility of $12.6 million for June 30, 2016 to December 31, 2016, $16.8 million for March 31, 2017 to December 31, 2017, and $20.9 million for March 31, 2018 to December 31, 2018, with the remaining principal balance of the TLA Facility due on the maturity date of February 13, 2019. The Company is required to repay the Existing TLB Facility in equal quarterly installments of $1.3 million on the last business day of each March, June, September and December, with the outstanding principal balance of the Existing TLB Facility due on February 11, 2022. The Company is required to repay the New TLB Facility in equal quarterly installments of approximately $2.4 million on the last business day of each March, June, September and December, with the outstanding principal balance of the TLB Facility due on February 16, 2023. Borrowings under the Amended and Restated Senior Credit Facility are guaranteed by each of the Company’s wholly-owned domestic subsidiaries (other than certain excluded subsidiaries) and are secured by a lien on substantially all of the assets of the Company and such subsidiaries. Borrowings with respect to the TLA Facility and the Company’s revolving credit facility (collectively, “Pro Rata Facilities”) under the Amended and Restated Credit Agreement bear interest at a rate tied to Acadia’s Consolidated Leverage Ratio (defined as consolidated funded debt net of up to $40.0 million of unrestricted and unencumbered cash to consolidated EBITDA, in each case as defined in the Amended and Restated Credit Agreement). The Applicable Rate (as defined in the Amended and Restated Credit Agreement) for the Pro Rata Facilities was 3.25% for Eurodollar Rate Loans (as defined in the Amended and Restated Credit Agreement) and 2.25% for Base Rate Loans (as defined in the Amended and Restated Credit Agreement) at June 30, 2016. Eurodollar Rate Loans with respect to the Pro Rata Facilities bear interest at the Applicable Rate plus the Eurodollar Rate (as defined in the Amended and Restated Credit Agreement) (based upon the LIBOR Rate (as defined in the Amended and Restated Credit Agreement) prior to commencement of the interest rate period). Base Rate Loans with respect to the Pro Rata Facilities bear interest at the Applicable Rate plus the highest of (i) the federal funds rate plus 0.50%, (ii) the prime rate and (iii) the Eurodollar Rate plus 1.0%. As of June 30, 2016, the Pro Rata Facilities bore interest at a rate of LIBOR plus 3.25%. In addition, the Company is required to pay a commitment fee on undrawn amounts under the revolving line of credit. The Amended and Restated Credit Agreement requires the Company and its subsidiaries to comply with customary affirmative, negative and financial covenants, including a fixed charge coverage ratio, consolidated leverage ratio and senior secured leverage ratio. The Company may be required to pay all of its indebtedness immediately if it defaults on any of the numerous financial or other restrictive covenants contained in any of its material debt agreements. As of June 30, 2016, the Company was in compliance with such covenants. Senior Notes 6.125% Senior Notes due 2021 On March 12, 2013, the Company issued $150.0 million of 6.125% Senior Notes due 2021 (the “6.125% Senior Notes”). The 6.125% Senior Notes mature on March 15, 2021 and bear interest at a rate of 6.125% per annum, payable semi-annually in arrears on March 15 and September 15 of each year. 5.125% Senior Notes due 2022 On July 1, 2014, the Company issued $300.0 million of 5.125% Senior Notes due 2022 (the “5.125% Senior Notes”). The 5.125% Senior Notes mature on July 1, 2022 and bear interest at a rate of 5.125% per annum, payable semi-annually in arrears on January 1 and July 1 of each year. 5.625% Senior Notes due 2023 On February 11, 2015, the Company issued $375.0 million of 5.625% Senior Notes due 2023 (the “5.625% Senior Notes”). The 5.625% Senior Notes mature on February 15, 2023 and bear interest at a rate of 5.625% per annum, payable semi-annually in arrears on February 15 and August 15 of each year. On September 21, 2015, the Company issued $275.0 million of additional 5.625% Senior Notes. The additional notes form a single class of debt securities with the existing 5.625% Senior Notes. Giving effect to this issuance, the Company has outstanding an aggregate of $650.0 million of 5.625% Senior Notes. 6.500% Senior Notes due 2024 On February 16, 2016, the Company issued $390.0 million of 6.500% Senior Notes due 2024 (the “6.500% Senior Notes”). The 6.500% Senior Notes mature on March 1, 2024 and bear interest at a rate of 6.500% per annum, payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2016. The indentures governing the 6.125% Senior Notes, 5.125% Senior Notes, 5.625% Senior Notes and 6.500% Senior Notes (together, the “Senior Notes”) contain covenants that, among other things, limit the Company’s ability and the ability of its restricted subsidiaries to: (i) pay dividends, redeem stock or make other distributions or investments; (ii) incur additional debt or issue certain preferred stock; (iii) transfer or sell assets; (iv) engage in certain transactions with affiliates; (v) create restrictions on dividends or other payments by the restricted subsidiaries; (vi) merge, consolidate or sell substantially all of the Company’s assets; and (vii) create liens on assets. The Senior Notes issued by the Company are guaranteed by each of the Company’s subsidiaries that guarantee the Company’s obligations under the Amended and Restated Senior Credit Facility. The guarantees are full and unconditional and joint and several. The Company may redeem the Senior Notes at its option, in whole or part, at the dates and amounts set forth in the indentures. 9.0% and 9.5% Revenue Bonds On November 11, 2012, in connection with the acquisition of Park Royal, the Company assumed debt of $23.0 million. The fair market value of the debt assumed was $25.6 million and resulted in a debt premium balance being recorded as of the acquisition date. The debt consisted of $7.5 million and $15.5 million of Lee County (Florida) Industrial Development Authority Healthcare Facilities Revenue Bonds, Series 2010 with stated interest rates of 9.0% and 9.5% (“9.0% and 9.5% Revenue Bonds”), respectively. The 9.0% bonds in the amount of $7.5 million have a maturity date of December 1, 2030 and require yearly principal payments beginning in 2013. The 9.5% bonds in the amount of $15.5 million have a maturity date of December 1, 2040 and require yearly principal payments beginning in 2031. The principal payments establish a bond sinking fund to be held with the trustee and shall be sufficient to redeem the principal amounts of the 9.0% and 9.5% Revenue Bonds on their respective maturity dates. As of June 30, 2016 and December 31, 2015, $2.3 million was recorded within other assets on the balance sheet related to the debt service reserve fund requirements. The yearly principal payments, which establish a bond sinking fund, will increase the debt service reserve fund requirements. The bond premium amount of $2.6 million is amortized as a reduction of interest expense over the life of the revenue bonds using the effective interest method. |
Equity Offerings
Equity Offerings | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Equity Offerings | 7. Equity Offerings Common Stock On March 3, 2016, the Company held a Special Meeting of Stockholders, where the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock from 90,000,000 to 180,000,000 (the “Amendment”). On March 3, 2016, the Company filed the Amendment with the Secretary of State of the State of Delaware. Equity Offerings On February 11, 2015, the Company completed its acquisition of CRC for total consideration of approximately $1.3 billion. As consideration for the acquisition, the Company issued 5,975,326 shares of its common stock to certain holders of CRC common stock and repaid CRC’s outstanding indebtedness. On May 11, 2015, the Company completed the offering of 5,175,000 shares of common stock (including shares sold pursuant to the exercise of the over-allotment option that the Company granted to the underwriters as part of the offering) at a price of $66.50 per share. The net proceeds to the Company from the sale of the shares, after deducting the underwriting discount of $12.0 million and additional offering-related costs of $0.8 million, were $331.3 million. The Company used the net offering proceeds to repay outstanding indebtedness and fund acquisitions. On January 12, 2016, the Company completed the offering of 11,500,000 shares of common stock (including shares sold pursuant to the exercise of the over-allotment option that the Company granted to the underwriters as part of the offering) at a price of $61.00 per share. The net proceeds to the Company from the sale of the shares, after deducting the underwriting discount of $15.8 million and additional offering-related costs of $0.7 million, were $685.0 million. The Company used the net offering proceeds to fund a portion of the purchase price for the acquisition of Priory. On February 16, 2016, the Company completed its acquisition of Priory, which included the issuance of 4,033,561 shares of common stock to the former stockholders of Priory. |
Equity-Based Compensation
Equity-Based Compensation | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity-Based Compensation | 8. Equity-Based Compensation Equity Incentive Plans The Company issues stock-based awards, including stock options, restricted stock and restricted stock units, to certain officers, employees and non-employee directors under the Acadia Healthcare Company, Inc. Incentive Compensation Plan (the “Equity Incentive Plan”). As of June 30, 2016, a maximum of 8,200,000 shares of the Company’s common stock were authorized for issuance as stock options, restricted stock and restricted stock units or other share-based compensation under the Equity Incentive Plan, of which 4,614,085 were available for future grant. Stock options may be granted for terms of up to ten years. The Company recognizes expense on all share-based awards on a straight-line basis over the requisite service period of the entire award. Grants to employees generally vest in annual increments of 25% each year, commencing one year after the date of grant. The exercise prices of stock options are equal to the most recent closing price of the Company’s common stock on the date of grant. The Company recognized $6.9 million and $5.4 million in equity-based compensation expense for the three months ended June 30, 2016 and 2015, respectively, and $13.8 million and $9.2 million for the six months ended June 30, 2016 and 2015, respectively. As of June 30, 2016, there was $60.2 million of unrecognized compensation expense related to unvested options, restricted stock and restricted stock units, which is expected to be recognized over the remaining weighted average vesting period of 1.4 years. As of June 30, 2016, there were no warrants outstanding. The Company recognized a deferred income tax benefit of $2.5 million and $2.2 million for the three months ended June 30, 2016 and 2015, respectively, related to equity-based compensation expense. The Company recognized a deferred income tax benefit of $5.3 million and $3.8 million for the six months ended June 30, 2016 and 2015, respectively, related to equity-based compensation expense. The actual tax benefit realized from stock options exercised during the three and six months ended June 30, 2015 was $2.0 million and $6.3 million, respectively. Stock option activity during 2015 and 2016 was as follows (aggregate intrinsic value in thousands): Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Options outstanding at January 1, 2015 737,422 $ 32.19 8.09 $ 14,512 Options granted 204,700 63.07 9.21 1,724 Options exercised (214,079 ) 42.75 N/A 9,890 Options cancelled (33,300 ) 46.53 N/A N/A Options outstanding at December 31, 2015 694,743 42.87 7.70 20,717 Options granted 456,850 59.26 9.73 — Options exercised (12,700 ) 30.98 N/A 478 Options cancelled (39,875 ) 57.30 N/A N/A Options outstanding at June 30, 2016 1,099,018 $ 49.36 8.24 $ 11,676 Options exercisable at December 31, 2015 106,330 $ 36.41 5.83 $ 4,968 Options exercisable at June 30, 2016 317,476 $ 41.17 6.55 $ 8,217 Restricted stock activity during 2015 and 2016 was as follows: Number of Shares Weighted Average Grant-Date Fair Value Unvested at January 1, 2015 722,028 $ 39.77 Granted 503,052 62.67 Cancelled (44,900 ) 49.55 Vested (235,618 ) 34.93 Unvested at December 31, 2015 944,562 $ 52.74 Granted 299,047 59.07 Cancelled (54,828 ) 58.02 Vested (243,669 ) 46.79 Unvested at June 30, 2016 945,112 $ 55.96 Restricted stock unit activity during 2015 and 2016 was as follows: Number of Units Weighted Average Grant-Date Fair Value Unvested at January 1, 2015 125,113 $ 38.73 Granted 217,994 61.77 Cancelled — — Vested (125,023 ) 32.38 Unvested at December 31, 2015 218,084 $ 56.97 Granted 230,750 56.95 Cancelled — — Vested (175,235 ) 52.71 Unvested at June 30, 2016 273,599 $ 59.68 The grant-date fair value of the Company’s stock options is estimated using the Black-Scholes option pricing model. The following table summarizes the grant-date fair value of options and the assumptions used to develop the fair value estimates for options granted during the six months ended June 30, 2016 and year ended December 31, 2015: June 30, 2016 December 31, 2015 Weighted average grant-date fair value of options $ 19.57 $ 21.78 Risk-free interest rate 1.4 % 1.5 % Expected volatility 33 % 35 % Expected life (in years) 5.5 5.5 The Company’s estimate of expected volatility for stock options is based upon the volatility of guideline companies given the lack of sufficient historical trading experience of the Company’s common stock. The risk-free interest rate is the approximate yield on United States Treasury Strips having a life equal to the expected option life on the date of grant. The expected life is an estimate of the number of years an option will be held before it is exercised. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes The provision for income taxes for continuing operations for the three months ended June 30, 2016 and 2015 reflects effective tax rates of 24.7% and 31.4%, respectively. The provision for income taxes for continuing operations for the six months ended June 30, 2016 and 2015 reflects effective tax rates of 23.9% and 31.4%, respectively. The decrease in the tax rate for the three and six months ended June 30, 2016 was primarily attributable to the acquisition of Priory, which is located in a lower taxing jurisdiction and for which earnings are permanently reinvested. |
Derivative Instruments
Derivative Instruments | 6 Months Ended |
Jun. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | 10. Derivative Instruments The Company entered into foreign currency forward contracts during the three and six months ended June 30, 2016 and 2015 in connection with (i) acquisitions in the U.K. and (ii) transfers of cash between the U.S. and U.K. under the Company’s cash management and foreign currency risk management programs. Foreign currency forward contracts limit the economic risk of changes in the exchange rate between US Dollars (“USD”) and British Pounds (“GBP”) associated with cash transfers. These foreign currency forward contracts did not meet the hedge accounting criteria under Accounting Standards Codification 815, Derivatives and Hedging In May 2016, the Company entered into multiple cross currency swap agreements with an aggregate notional amount of $650.0 million to manage foreign currency risk by effectively converting a portion of its fixed-rate USD-denominated senior notes, including the semi-annual interest payments thereunder, to fixed-rate GBP-denominated debt of £449.3 million. The senior notes effectively converted include $150.0 million aggregate principal amount of 6.125% Senior Notes, $300.0 million aggregate principal amount of 5.125% Senior Notes and $200.0 million aggregate principal amount of 5.625% Senior Notes. During the term of the swap agreements, the Company will receive semi-annual interest payments in USD from the counterparties at fixed interest rates, and the Company will make semi-annual interest payments in GBP to the counterparties at fixed interest rates. The interest payments under the cross-currency swap agreements result in £24.7 million of annual cash flows, from the Company’s U.K. business being converted to $35.8 million (at a 1.45 exchange rate). The interest rates applicable to the GBP interest payments are substantially the same as the interest rates in place for the existing USD-denominated debt. At maturity, the Company will repay the principal amounts listed above in GBP and receive the principal amount in USD. The Company has designated the cross currency swap agreements as qualifying hedging instruments and is accounting for these as net investment hedges. The fair value of the cross currency swap agreements of $40.5 million is recorded in derivative instruments on the condensed consolidated balance sheet. The gains and losses resulting from fair value adjustments to the cross currency swap agreements are recorded in accumulated other comprehensive income as the swaps are effective in hedging the designated risk. Cash flows related to the cross currency swaps are included in operating activities on the consolidated statements of cash flows. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 11. Fair Value Measurements The carrying amounts reported for cash and cash equivalents, accounts receivable, other current assets, accounts payable and other current liabilities approximate fair value because of the short-term maturity of these instruments. The carrying amounts and fair values of the Company’s Amended and Restated Senior Credit Facility, 6.125% Senior Notes, 5.125% Senior Notes, 5.625% Senior Notes, 6.500% Senior Notes, 9.0% and 9.5% Revenue Bonds, derivative instruments and contingent consideration liabilities as of June 30, 2016 and December 31, 2015 were as follows (in thousands): Carrying Amount Fair Value June 30, 2016 December 31, 2015 June 30, 2016 December 31, 2015 Amended and Restated Senior Credit Facility $ 2,164,959 $ 1,135,861 $ 2,164,959 $ 1,135,861 6.125% Senior Notes due 2021 $ 147,324 $ 147,082 $ 151,375 $ 149,288 5.125% Senior Notes due 2022 $ 295,090 $ 294,749 $ 286,237 $ 275,590 5.625% Senior Notes due 2023 $ 639,990 $ 639,431 $ 627,190 $ 604,262 6.500% Senior Notes due 2024 $ 381,173 $ — $ 386,891 $ — 9.0% and 9.5% Revenue Bonds $ 23,407 $ 23,621 $ 23,407 $ 23,621 Derivative instruments $ 40,459 $ — $ 40,459 $ — Contingent consideration liabilities $ 667 $ 667 $ 667 $ 667 The Company’s Amended and Restated Senior Credit Facility, 6.125% Senior Notes, 5.125% Senior Notes, 5.625% Senior Notes, 6.500% Senior Notes and 9.0% and 9.5% Revenue Bonds were categorized as Level 2 in the GAAP fair value hierarchy. Fair values were based on trading activity among the Company’s lenders and the average bid and ask price as determined using published rates. The fair values of the derivative instruments were categorized as Level 2 in the GAAP fair value hierarchy and were based on observable market inputs including applicable exchange rates and interest rates. The fair value of the contingent consideration liabilities were categorized as Level 3 in the GAAP fair value hierarchy. The contingent consideration liabilities were valued using a probability-weighted discounted cash flow method. This analysis reflected the contractual terms of the purchase agreements and utilized assumptions with regard to future earnings, probabilities of achieving such future earnings and a discount rate. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies The Company is, from time to time, subject to various claims and legal actions that arise in the ordinary course of the Company’s business, including claims for damages for personal injuries, medical malpractice, breach of contract, tort and employment related claims. In these actions, plaintiffs request a variety of damages, including, in some instances, punitive and other types of damages that may not be covered by insurance. In the opinion of management, the Company is not currently a party to any proceeding that would individually or in the aggregate have a material adverse effect on the Company’s business, financial condition or results of operations. |
Noncontrolling Interests
Noncontrolling Interests | 6 Months Ended |
Jun. 30, 2016 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests | 13. Noncontrolling Interests On May 2, 2016, the Company opened Crestwyn Behavioral Health, a de novo inpatient psychiatric facility located in Memphis, Tennessee. The Company owns 60% of the equity interests in the facility, and two noncontrolling partners each own 20%. The value of the 40% noncontrolling interests approximates $6.0 million and is based on the fair value of contributions. The Company consolidates the operations of the facility based on its 60% equity ownership and its management of the entity. The noncontrolling interests are reflected as redeemable noncontrolling interests on the accompanying condensed consolidated balance sheet based on a put right that could require the Company to purchase the noncontrolling interests upon the occurrence of a change in control. On August 31, 2015, the Company completed the acquisition of a controlling interest in Southcoast, an inpatient psychiatric facility located in Fairhaven, Massachusetts. The Company owns 75% of the equity interests in the facility. The value of the 25% noncontrolling interest approximates $9.2 million. The Company considered an income approach and other valuation methodologies to value the noncontrolling interests. The Company consolidates the operations of the facility based on its 75% equity ownership and its management of the entity. The noncontrolling interests are reflected as redeemable noncontrolling interests on the accompanying condensed consolidated balance sheet based on a put right that could require the Company to purchase the noncontrolling interests upon the occurrence of a change in control. |
Other Current Assets
Other Current Assets | 6 Months Ended |
Jun. 30, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | 14. Other Current Assets Other current assets consisted of the following (in thousands): June 30, 2016 December 31, 2015 Prepaid expenses $ 27,970 $ 21,817 Other receivables 22,456 17,518 Insurance receivable – current portion 5,290 5,290 Workers’ compensation deposits – current portion 7,500 7,500 Income taxes receivable 4,873 6,540 Inventory 4,819 4,681 Other 3,611 3,549 Other current assets $ 76,519 $ 66,895 |
Other Accrued Liabilities
Other Accrued Liabilities | 6 Months Ended |
Jun. 30, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Other Accrued Liabilities | 15. Other Accrued Liabilities Other accrued liabilities consisted of the following (in thousands): June 30, 2016 December 31, 2015 Accrued expenses $ 40,568 $ 17,921 Accrued interest 35,919 26,132 Unearned income 23,313 446 Insurance liability – current portion 10,490 10,490 Income taxes payable 4,677 7,367 Accrued property taxes 3,829 2,951 Other current liabilities 5,992 7,499 Other accrued liabilities $ 124,788 $ 72,806 |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | 16. Segment Information The Company operates in one line of business, which is operating acute inpatient psychiatric facilities, specialty treatment facilities, residential treatment centers and facilities providing outpatient behavioral healthcare services. As management reviews the operating results of its facilities in the U.S. (the “U.S. Facilities”) and its facilities in the U.K. (the “U.K. Facilities”) separately to assess performance and make decisions, the Company’s operating segments include its U.S. Facilities and U.K. Facilities. At June 30, 2016, the U.S. Facilities included 211 behavioral healthcare facilities with approximately 8,400 beds in 39 states and Puerto Rico, and the U.K. Facilities included 380 behavioral healthcare facilities with approximately 9,400 beds in the U.K. The following tables set forth the financial information by operating segment, including a reconciliation of Segment EBITDA to income from continuing operations before income taxes (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Revenue: U.S. Facilities $ 430,209 $ 366,886 $ 838,473 $ 657,393 U.K. Facilities 325,883 84,927 532,858 158,242 Corporate and Other 456 1,847 2,030 3,808 $ 756,548 $ 453,660 $ 1,373,361 $ 819,443 Segment EBITDA (1): U.S. Facilities $ 118,580 $ 102,342 $ 225,420 $ 178,706 U.K. Facilities 72,938 20,371 117,869 39,182 Corporate and Other (19,292 ) (16,910 ) (40,051 ) (33,373 ) $ 172,226 $ 105,803 $ 303,238 $ 184,515 Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Segment EBITDA (1) $ 172,226 $ 105,803 $ 303,238 $ 184,515 Plus (less): Equity-based compensation expense (6,888 ) (5,355 ) (13,844 ) (9,249 ) Gain (loss) on foreign currency derivatives 98 (961 ) 508 (908 ) Transaction-related expenses (6,074 ) (7,157 ) (32,372 ) (25,573 ) Interest expense, net (48,758 ) (28,049 ) (86,472 ) (50,195 ) Depreciation and amortization (36,752 ) (14,926 ) (64,727 ) (28,030 ) Income from continuing operations before income taxes $ 73,852 $ 49,355 $ 106,331 $ 70,560 U.S. Facilities U.K. Facilities Corporate Consolidated Goodwill: Balance at January 1, 2016 $ 1,941,873 $ 186,342 $ — $ 2,128,215 Increase from 2016 acquisitions 95,274 668,915 — 764,189 Foreign currency translation — (68,990 ) — (68,990 ) Purchase price allocation and other 8,748 39 — 8,787 Balance at June 30, 2016 $ 2,045,895 $ 786,306 $ — $ 2,832,201 June 30, 2016 December 31, 2015 Assets (2): U.S. Facilities $ 3,330,105 $ 3,061,519 U.K. Facilities 3,179,240 1,045,922 Corporate and Other 175,154 171,767 $ 6,684,499 $ 4,279,208 (1) Segment EBITDA is defined as income from continuing operations before provision for income taxes, equity-based compensation expense, gain/loss on foreign currency derivatives, transaction-related expenses, interest expense and depreciation and amortization. The Company uses Segment EBITDA as an analytical indicator to measure the performance of the Company’s segments and to develop strategic objectives and operating plans for those segments. Segment EBITDA is commonly used as an analytical indicator within the health care industry, and also serves as a measure of leverage capacity and debt service ability. Segment EBITDA should not be considered as a measure of financial performance under generally accepted accounting principles, and the items excluded from Segment EBITDA are significant components in understanding and assessing financial performance. Because Segment EBITDA is not a measurement determined in accordance with generally accepted accounting principles and is thus susceptible to varying calculations, Segment EBITDA, as presented, may not be comparable to other similarly titled measures of other companies. (2) Assets include property and equipment for the U.S. Facilities of $963.5 million, U.K. Facilities of $2.3 billion and corporate and other of $46.0 million at June 30, 2016. Assets include property and equipment for the U.S. Facilities of $832.2 million, U.K. Facilities of $824.4 million and corporate and other of $52.4 million at December 31, 2015. |
Recently Issued Accounting Stan
Recently Issued Accounting Standards | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Issued Accounting Standards | 17. Recently Issued Accounting Standards In March 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-09, “Improvements to Employee Share-Based Payment Accounting” In March 2016, FASB issued ASU 2016-02, “Leases” In May 2014, the FASB and the International Accounting Standards Board issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. Subsequent Events The CMA has been reviewing the Company’s acquisition of Priory. On July 14, 2016, the CMA announced that the Company’s acquisition of Priory will be referred for a phase 2 investigation unless the Company offers undertakings to address the CMA’s competition concerns relating to the provision of behavioral healthcare services in certain markets. On July 28, 2016, the CMA announced that the Company has offered undertakings to address the CMA’s concerns and that, in lieu of a phase 2 investigation, the CMA will consider the Company’s undertakings. The Company’s undertakings provide for the sale of 19 Priory and Partnerships in Care healthcare facilities with an aggregate of approximately 750 beds. The Company will not be allowed to integrate Priory’s business until the CMA completes its review process. |
Financial Information for the C
Financial Information for the Company and Its Subsidiaries | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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 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 June 30, 2016 and December 31, 2015, and for the three and six months ended June 30, 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 June 30, 2016 (In thousands) Parent Combined Combined Consolidating Total Current assets: Cash and cash equivalents $ — $ 10,048 $ 20,668 $ — $ 30,716 Accounts receivable, net — 209,194 75,938 — 285,132 Other current assets — 59,452 20,862 (3,795 ) 76,519 Total current assets — 278,694 117,468 (3,795 ) 392,367 Property and equipment, net — 907,277 2,367,263 — 3,274,540 Goodwill — 1,939,361 892,840 — 2,832,201 Intangible assets, net — 56,574 28,422 — 84,996 Deferred tax assets – noncurrent 3,579 9,671 4,679 — 17,929 Derivative instruments 40,459 — — — 40,459 Investment in subsidiaries 5,210,634 — — (5,210,634 ) — Other assets 845,914 33,523 5,764 (843,194 ) 42,007 Total assets $ 6,100,586 $ 3,225,100 $ 3,416,436 $ (6,057,623 ) $ 6,684,499 Current liabilities: Current portion of long-term debt $ 73,175 $ — $ 235 $ — $ 73,410 Accounts payable — 68,294 39,917 — 108,211 Accrued salaries and benefits — 75,872 37,520 — 113,392 Other accrued liabilities 35,919 — 92,664 (3,795 ) 124,788 Total current liabilities 109,094 144,166 170,336 (3,795 ) 419,801 Long-term debt 3,555,212 — 866,365 (843,194 ) 3,578,383 Deferred tax liabilities – noncurrent — — 85,526 — 85,526 Other liabilities — 108,574 43,054 — 151,628 Total liabilities 3,664,306 252,740 1,165,281 (846,989 ) 4,235,338 Redeemable noncontrolling interests — — 12,881 — 12,881 Total equity 2,436,280 2,972,360 2,238,274 (5,210,634 ) 2,436,280 Total liabilities and equity $ 6,100,586 $ 3,225,100 $ 3,416,436 $ (6,057,623 ) $ 6,684,499 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 Three Months Ended June 30, 2016 (In thousands) Parent Combined Combined Consolidating Total Revenue before provision for doubtful accounts $ — $ 422,232 $ 344,822 $ — $ 767,054 Provision for doubtful accounts — (9,593 ) (913 ) — (10,506 ) Revenue — 412,639 343,909 — 756,548 Salaries, wages and benefits 6,888 212,944 188,455 — 408,287 Professional fees — 23,150 27,142 — 50,292 Supplies — 19,527 11,682 — 31,209 Rents and leases — 8,521 11,946 — 20,467 Other operating expenses — 51,100 29,855 — 80,955 Depreciation and amortization — 14,216 22,536 — 36,752 Interest expense, net 10,631 22,043 16,084 — 48,758 Gain on foreign currency derivatives (98 ) — — — (98 ) Transaction-related expenses — 4,189 1,885 — 6,074 Total expenses 17,421 355,690 309,585 — 682,696 (Loss) income from continuing operations before income taxes (17,421 ) 56,949 34,324 — 73,852 Equity in earnings of subsidiaries 67,943 — — (67,943 ) — (Benefit from) provision for income taxes (5,069 ) 16,186 7,144 — 18,261 Income (loss) from continuing operations 55,591 40,763 27,180 (67,943 ) 55,591 Income from discontinued operations, net of income taxes — — — — — Net income (loss) 55,591 40,763 27,180 (67,943 ) 55,591 Net loss attributable to noncontrolling interests — — 854 — 854 Net income (loss) attributable to Acadia Healthcare Company, Inc. $ 55,591 $ 40,763 $ 28,034 $ (67,943 ) $ 56,445 Other comprehensive loss: Foreign currency translation loss — — (213,468 ) — (213,468 ) Gain on derivative instruments 23,919 — — — 23,919 Other comprehensive loss 23,919 — (213,468 ) — (189,549 ) Comprehensive income (loss) attributable to Acadia Healthcare Company, Inc. $ 79,510 $ 40,763 $ (185,434 ) $ (67,943 ) $ (133,104 ) Acadia Healthcare Company, Inc. Condensed Consolidating Statement of Comprehensive Income Three Months Ended June 30, 2015 (In thousands) Parent Combined Combined Consolidating Total Revenue before provision for doubtful accounts $ — $ 363,851 $ 97,947 $ — $ 461,798 Provision for doubtful accounts — (7,566 ) (572 ) — (8,138 ) Revenue — 356,285 97,375 — 453,660 Salaries, wages and benefits 5,355 183,490 54,457 — 243,302 Professional fees — 22,579 7,450 — 30,029 Supplies — 16,929 3,613 — 20,542 Rents and leases — 7,402 809 — 8,211 Other operating expenses — 43,145 7,983 — 51,128 Depreciation and amortization — 10,551 4,375 — 14,926 Interest expense, net 18,106 5,882 4,061 — 28,049 Loss on foreign currency derivatives 961 — — — 961 Transaction-related expenses — 2,946 4,211 — 7,157 Total expenses 24,422 292,924 86,959 — 404,305 (Loss) income from continuing operations before income taxes (24,422 ) 63,361 10,416 — 49,355 Equity in earnings of subsidiaries 50,281 — — (50,281 ) — (Benefit from) provision for income taxes (7,985 ) 20,734 2,763 — 15,512 Income (loss) from continuing operations 33,844 42,627 7,653 (50,281 ) 33,843 Income from discontinued operations, net of income taxes — 1 — — 1 Net income (loss) $ 33,844 $ 42,628 $ 7,653 $ (50,281 ) $ 33,844 Other comprehensive income: Foreign currency translation gain — — 46,173 — 46,173 Other comprehensive income — — 46,173 — 46,173 Comprehensive income (loss) $ 33,844 $ 42,628 $ 53,826 $ (50,281 ) $ 80,017 Acadia Healthcare Company, Inc. Condensed Consolidating Statement of Comprehensive Income Six Months Ended June 30, 2016 (In thousands) Parent Combined Combined Consolidating Total Revenue before provision for doubtful accounts $ — $ 825,166 $ 569,071 $ — $ 1,394,237 Provision for doubtful accounts — (18,935 ) (1,941 ) — (20,876 ) Revenue — 806,231 567,130 — 1,373,361 Salaries, wages and benefits 13,844 423,977 311,494 — 749,315 Professional fees — 45,827 44,456 — 90,283 Supplies — 37,989 19,905 — 57,894 Rents and leases — 17,098 18,175 — 35,273 Other operating expenses — 99,949 51,253 — 151,202 Depreciation and amortization — 26,967 37,760 — 64,727 Interest expense, net 24,064 38,136 24,272 — 86,472 Gain on foreign currency derivatives (508 ) — — — (508 ) Transaction-related expenses — 25,624 6,748 — 32,372 Total expenses 37,400 715,567 514,063 — 1,267,030 (Loss) income from continuing operations before income taxes (37,400 ) 90,664 53,067 — 106,331 Equity in earnings of subsidiaries 108,812 — — (108,812 ) — (Benefit from) provision for income taxes (9,548 ) 23,593 11,326 — 25,371 Income (loss) from continuing operations 80,960 67,071 41,741 (108,812 ) 80,960 Income from discontinued operations, net of income taxes — — — — — Net income (loss) 80,960 67,071 41,741 (108,812 ) 80,960 Net loss attributable to noncontrolling interests — — 1,173 — 1,173 Net income (loss) attributable to Acadia Healthcare Company, Inc. $ 80,960 $ 67,071 $ 42,914 $ (108,812 ) $ 82,133 Other comprehensive loss: Foreign currency translation loss — — (261,883 ) — (261,883 ) Gain on derivative instruments 23,919 — — — 23,919 Other comprehensive loss 23,919 — (261,883 ) — (237,964 ) Comprehensive income (loss) attributable to Acadia Healthcare Company, Inc. $ 104,879 $ 67,071 $ (218,969 ) $ (108,812 ) $ (155,831 ) Acadia Healthcare Company, Inc. Condensed Consolidating Statement of Comprehensive Income Six Months Ended June 30, 2015 (In thousands) Parent Combined Combined Consolidating Total Revenue before provision for doubtful accounts $ — $ 651,616 $ 184,340 $ — $ 835,956 Provision for doubtful accounts — (14,985 ) (1,528 ) — (16,513 ) Revenue — 636,631 182,812 — 819,443 Salaries, wages and benefits 9,249 339,189 100,735 — 449,173 Professional fees — 39,064 13,392 — 52,456 Supplies — 29,938 6,858 — 36,796 Rents and leases — 12,519 1,578 — 14,097 Other operating expenses — 75,392 16,263 — 91,655 Depreciation and amortization — 19,262 8,768 — 28,030 Interest expense, net 31,054 11,603 7,538 — 50,195 Loss on foreign currency derivatives 908 — — — 908 Transaction-related expenses — 21,362 4,211 — 25,573 Total expenses 41,211 548,329 159,343 — 748,883 (Loss) income from continuing operations before income taxes (41,211 ) 88,302 23,469 — 70,560 Equity in earnings of subsidiaries 76,268 — — (76,268 ) — (Benefit from) provision for income taxes (13,381 ) 29,251 6,255 — 22,125 Income (loss) from continuing operations 48,438 59,051 17,214 (76,268 ) 48,435 Income from discontinued operations, net of income taxes — 3 — — 3 Net income (loss) $ 48,438 $ 59,054 $ 17,214 $ (76,268 ) $ 48,438 Other comprehensive income: Foreign currency translation gain — — 16,784 — 16,784 Other comprehensive income — — 16,784 — 16,784 Comprehensive income (loss) $ 48,438 $ 59,054 $ 33,998 $ (76,268 ) $ 65,222 Acadia Healthcare Company, Inc. Condensed Consolidating Statement of Cash Flows Six Months Ended June 30, 2016 (In thousands) Parent Combined Combined Consolidating Total Operating activities: Net income (loss) $ 80,960 $ 67,071 $ 41,741 $ (108,812 ) $ 80,960 Adjustments to reconcile net income (loss) to net cash (used in) provided by continuing operating activities: Equity in earnings of subsidiaries (108,812 ) — — 108,812 — Depreciation and amortization — 26,967 37,760 — 64,727 Amortization of debt issuance costs 5,171 — (215 ) — 4,956 Equity-based compensation expense 13,844 — — — 13,844 Deferred income tax (benefit) expense — 18,420 (1,599 ) — 16,821 Loss from discontinued operations, net of taxes — — — — — Loss (gain) on foreign currency derivatives (508 ) — — — (508 ) Other — 720 (16 ) — 704 Change in operating assets and liabilities, net of effect of acquisitions: Accounts receivable, net — (24,072 ) 5,090 — (18,982 ) Other current assets — (1,459 ) (5,797 ) — (7,256 ) Other assets (775 ) 1,327 255 755 1,582 Accounts payable and other accrued liabilities — 21,943 7,158 — 29,101 Accrued salaries and benefits — 9,230 (13,076 ) — (3,846 ) Other liabilities — 7,208 (3,480 ) — 3,728 Net cash (used in) provided by continuing operating activities (10,120 ) 127,355 67,821 775 185,831 Net cash used in discontinued operating activities — (2,973 ) — — (2,973 ) Net cash (used in) provided by operating activities (10,120 ) 124,382 67,821 775 182,858 Investing activities: Cash paid for acquisitions, net of cash acquired — (103,189 ) (580,096 ) — (683,285 ) Cash paid for capital expenditures — (99,157 ) (78,561 ) — (177,718 ) Cash paid for real estate acquisitions — (16,638 ) (11,801 ) — (28,439 ) Settlement of foreign currency derivatives — 508 — — 508 Other — (1,084 ) — — (1,084 ) Net cash used in investing activities — (219,560 ) (670,458 ) — (890,018 ) Financing activities: Borrowings on long-term debt 1,480,000 — — — 1,480,000 Borrowings on revolving credit facility 158,000 — — — 158,000 Principal payments on revolving credit facility (166,000 ) — — — (166,000 ) Principal payments on long-term debt (29,869 ) — (775 ) 775 (29,869 ) Repayment of assumed debt (1,348,389 ) — — — (1,348,389 ) Payment of debt issuance costs (35,511 ) — — — (35,511 ) Issuance of Common Stock 685,097 — — — 685,097 Common stock withheld for minimum statutory taxes, net (7,365 ) — — — (7,365 ) Excess tax benefit from equity awards — — — — — Other — (823 ) — — (823 ) Cash (used in) provided by intercompany activity (725,843 ) 104,062 623,331 (1,550 ) — Net cash provided by (used in) financing activities 10,120 103,239 622,556 (775 ) 735,140 Effect of exchange rate changes on cash — — (8,479 ) — (8,479 ) Net increase in cash and cash equivalents — 8,061 11,440 — 19,501 Cash and cash equivalents at beginning of the period — 1,987 9,228 — 11,215 Cash and cash equivalents at end of the period $ — $ 10,048 $ 20,668 $ — $ 30,716 Acadia Healthcare Company, Inc. Condensed Consolidating Statement of Cash Flows Six Months Ended June 30, 2015 (In thousands) Parent Combined Combined Consolidating Total Operating activities: Net income (loss) $ 48,438 $ 59,054 $ 17,214 $ (76,268 ) $ 48,438 Adjustments to reconcile net income (loss) to net cash (used in) provided by continuing operating activities: Equity in earnings of subsidiaries (76,268 ) — — 76,268 — Depreciation and amortization — 19,262 8,768 — 28,030 Amortization of debt issuance costs — 3,438 (220 ) — 3,218 Equity-based compensation expense 9,249 — — — 9,249 Deferred income tax (benefit) expense (798 ) 22,964 2,516 — 24,682 Loss from discontinued operations, net of taxes — (3 ) — — (3 ) Loss (gain) on foreign currency derivatives 908 — — — 908 Other — 662 30 — 692 Change in operating assets and liabilities, net of effect of acquisitions: Accounts receivable, net — (11,409 ) 967 — (10,442 ) Other current assets — (12,026 ) (1,022 ) — (13,048 ) Other assets (300 ) (1,220 ) 2 300 (1,218 ) Accounts payable and other accrued liabilities — 5,991 (10,304 ) — (4,313 ) Accrued salaries and benefits — 791 (1,016 ) — (225 ) Other liabilities — 5,442 (823 ) — 4,619 Net cash (used in) provided by continuing operating activities (18,771 ) 92,946 16,112 300 90,587 Net cash provided by discontinued operating activities — 554 — — 554 Net cash (used in) provided by operating activities (18,771 ) 93,500 16,112 300 91,141 Investing activities: Cash paid for acquisitions, net of cash acquired — (89,041 ) (197,693 ) — (286,734 ) Cash paid for capital expenditures — (62,101 ) (59,934 ) — (122,035 ) Cash paid for real estate acquisitions — (3,428 ) — — (3,428 ) Settlement of foreign currency derivatives — (908 ) — — (908 ) Other — (481 ) — — (481 ) Net cash used in investing activities — (155,959 ) (257,627 ) — (413,586 ) Financing activities: Borrowings on long-term debt 875,000 — — — 875,000 Borrowings on revolving credit facility 180,000 — — — 180,000 Principal payments on revolving credit facility (180,000 ) — — — (180,000 ) Repayment of assumed CRC debt (904,467 ) — — — (904,467 ) Principal payments on long-term debt (15,875 ) — (300 ) 300 (15,875 ) Payment of debt issuance costs — (22,775 ) — — (22,775 ) Issuance of Common Stock — 331,530 — — 331,530 Common stock withheld for minimum statutory taxes, net — (7,826 ) — — (7,826 ) Excess tax benefit from equity awards — 6,327 — — 6,327 Other — (150 ) — — (150 ) Cash provided by (used in) intercompany activity 64,113 (305,366 ) 241,853 (600 ) — Net cash provided by (used in) financing activities 18,771 1,740 241,553 (300 ) 261,764 Effect of exchange rate changes on cash — 1,213 — — 1,213 Net (decrease) increase in cash and cash equivalents — (59,506 ) 38 — (59,468 ) Cash and cash equivalents at beginning of the period — 76,685 17,355 — 94,040 Cash and cash equivalents at end of the period $ — $ 17,179 $ 17,393 $ — $ 34,572 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Share | The following table sets forth the computation of basic and diluted earnings per share for the three and six months ended June 30, 2016 and 2015 (in thousands except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Numerator: Basic and diluted earnings per share attributable to Acadia Healthcare Company, Inc.: Income from continuing operations $ 56,445 $ 33,843 $ 82,133 $ 48,435 Income from discontinued operations — 1 — 3 Net income attributable to Acadia Healthcare Company, Inc. $ 56,445 $ 33,844 $ 82,133 $ 48,438 Denominator: Weighted average shares outstanding for basic earnings per share 86,553 68,296 84,748 65,429 Effect of dilutive instruments 323 439 304 353 Shares used in computing diluted earnings per common share 86,876 68,735 85,052 65,782 Basic earnings per share: Income from continuing operations $ 0.65 $ 0.50 $ 0.97 $ 0.74 Income from discontinued operations — — — — Net income $ 0.65 $ 0.50 $ 0.97 $ 0.74 Diluted earnings per share: Income from continuing operations $ 0.65 $ 0.49 $ 0.97 $ 0.74 Income from discontinued operations — — — — Net income $ 0.65 $ 0.49 $ 0.97 $ 0.74 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Transaction Related Expenses as Incurred | Transaction-related expenses comprised the following costs for the three and six months ended June 30, 2016 and 2015 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Advisory and financing commitment fees $ — $ — $ 14,850 $ 10,337 Legal, accounting and other costs 4,653 5,234 16,101 9,054 Severance and contract termination costs 1,421 1,923 1,421 6,182 $ 6,074 $ 7,157 $ 32,372 $ 25,573 |
Pro Forma Financial Information for Acquisitions Occurred | The following table provides certain pro forma financial information for the Company as if the 2015 and 2016 Acquisitions occurred as of January 1, 2015 (in thousands): Three Months Ended Six Months Ended 2016 2015 2016 2015 Revenue $ 761,048 $ 726,929 $ 1,490,720 $ 1,423,281 Income from continuing operations, before income taxes $ 74,572 $ 55,320 $ 87,925 $ 71,426 |
Priory [Member] | |
Preliminary Fair Values of Assets Acquired and Liabilities Assumed at Corresponding Acquisition Date | The preliminary fair values of assets acquired and liabilities assumed, at the corresponding acquisition dates, during the six months ended June 30, 2016 in connection with the 2016 acquisitions were as follows (in thousands): Priory Other Total Cash $ 10,253 $ 2,488 $ 12,741 Accounts receivable 57,832 4,289 62,121 Prepaid expenses and other current assets 7,921 75 7,996 Property and equipment 1,603,306 35,400 1,638,706 Goodwill 668,915 95,274 764,189 Intangible assets 23,200 204 23,404 Other assets 7,760 47 7,807 Total assets acquired 2,379,187 137,777 2,516,964 Accounts payable 24,203 805 25,008 Accrued salaries and benefits 39,588 760 40,348 Other accrued expenses 47,016 293 47,309 Deferred tax liabilities – noncurrent 67,598 — 67,598 Long-term debt 1,348,389 — 1,348,389 Other liabilities 45,162 30,242 75,404 Total liabilities assumed 1,571,956 32,100 1,604,056 Net assets acquired $ 807,231 $ 105,677 $ 912,908 |
CRC Health Group Inc And Other Acquisitions [Member] | |
Preliminary Fair Values of Assets Acquired and Liabilities Assumed at Corresponding Acquisition Date | The preliminary fair values of assets acquired and liabilities assumed, at the corresponding acquisition dates, during the year ended December 31, 2015 in connection with the 2015 acquisitions were as follows (in thousands): CRC Other Total Cash $ 19,599 $ 5,330 $ 24,929 Accounts receivable 47,035 20,566 67,601 Prepaid expenses and other current assets 26,945 2,674 29,619 Property and equipment 136,163 273,143 409,306 Goodwill 1,043,601 321,387 1,364,988 Intangible assets 37,000 204 37,204 Deferred tax assets-noncurrent 74,383 — 74,383 Other assets 6,478 51 6,529 Total assets acquired 1,391,204 623,355 2,014,559 Accounts payable 4,741 4,937 9,678 Accrued salaries and benefits 14,827 3,321 18,148 Other accrued expenses 38,873 5,290 44,163 Deferred tax liabilities – noncurrent — 13,541 13,541 Debt 904,467 — 904,467 Other liabilities 34,720 10 34,730 Total liabilities assumed 997,628 27,099 1,024,727 Redeemable noncontrolling interests — 9,132 9,132 Net assets acquired $ 393,576 $ 587,124 $ 980,700 |
Other Intangible Assets (Tables
Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other Identifiable Intangible Assets and Related Accumulated Amortization | Other identifiable intangible assets and related accumulated amortization consisted of the following as of June 30, 2016 and December 31, 2015 (in thousands): Gross Carrying Amount Accumulated Amortization June 30, December 31, June 30, December 31, Intangible assets subject to amortization: Contract intangible assets $ 2,100 $ 2,100 $ (1,960 ) $ (1,750 ) Non-compete agreements 1,247 1,247 (1,247 ) (1,247 ) 3,347 3,347 (3,207 ) (2,997 ) Intangible assets not subject to amortization: Licenses and accreditations 12,398 11,479 — — Trade names 59,224 37,800 — — Certificates of need 13,234 9,946 — — 84,856 59,225 — — Total $ 88,203 $ 62,572 $ (3,207 ) $ (2,997 ) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consists of the following as of June 30, 2016 and December 31, 2015 (in thousands): June 30, 2016 December 31, 2015 Land $ 529,258 $ 214,138 Building and improvements 2,418,108 1,277,800 Equipment 359,728 141,543 Construction in progress 149,374 195,042 3,456,468 1,828,523 Less accumulated depreciation (181,928 ) (119,470 ) Property and equipment, net $ 3,274,540 $ 1,709,053 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Components of Long-Term Debt | Long-term debt consisted of the following (in thousands): June 30, 2016 December 31, 2015 Amended and Restated Senior Credit Facility: Senior Secured Term A Loans $ 613,156 $ 500,750 Senior Secured Term B Loans 1,442,725 495,000 Senior Secured Revolving Line of Credit 150,000 158,000 6.125% Senior Notes due 2021 150,000 150,000 5.125% Senior Notes due 2022 300,000 300,000 5.625% Senior Notes due 2023 650,000 650,000 6.500% Senior Notes due 2024 390,000 — 9.0% and 9.5% Revenue Bonds 22,410 22,410 Less: unamortized debt issuance costs, discount and premium (66,498 ) (35,416 ) 3,651,793 2,240,744 Less: current portion (73,410 ) (45,360 ) Long-term debt $ 3,578,383 $ 2,195,384 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Option Activity | Stock option activity during 2015 and 2016 was as follows (aggregate intrinsic value in thousands): Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Options outstanding at January 1, 2015 737,422 $ 32.19 8.09 $ 14,512 Options granted 204,700 63.07 9.21 1,724 Options exercised (214,079 ) 42.75 N/A 9,890 Options cancelled (33,300 ) 46.53 N/A N/A Options outstanding at December 31, 2015 694,743 42.87 7.70 20,717 Options granted 456,850 59.26 9.73 — Options exercised (12,700 ) 30.98 N/A 478 Options cancelled (39,875 ) 57.30 N/A N/A Options outstanding at June 30, 2016 1,099,018 $ 49.36 8.24 $ 11,676 Options exercisable at December 31, 2015 106,330 $ 36.41 5.83 $ 4,968 Options exercisable at June 30, 2016 317,476 $ 41.17 6.55 $ 8,217 |
Restricted Stock Activity | Restricted stock activity during 2015 and 2016 was as follows: Number of Shares Weighted Average Grant-Date Fair Value Unvested at January 1, 2015 722,028 $ 39.77 Granted 503,052 62.67 Cancelled (44,900 ) 49.55 Vested (235,618 ) 34.93 Unvested at December 31, 2015 944,562 $ 52.74 Granted 299,047 59.07 Cancelled (54,828 ) 58.02 Vested (243,669 ) 46.79 Unvested at June 30, 2016 945,112 $ 55.96 |
Restricted Stock Unit Activity | Restricted stock unit activity during 2015 and 2016 was as follows: Number of Units Weighted Average Grant-Date Fair Value Unvested at January 1, 2015 125,113 $ 38.73 Granted 217,994 61.77 Cancelled — — Vested (125,023 ) 32.38 Unvested at December 31, 2015 218,084 $ 56.97 Granted 230,750 56.95 Cancelled — — Vested (175,235 ) 52.71 Unvested at June 30, 2016 273,599 $ 59.68 |
Schedule of Stock Options Valuation Assumptions | The grant-date fair value of the Company’s stock options is estimated using the Black-Scholes option pricing model. The following table summarizes the grant-date fair value of options and the assumptions used to develop the fair value estimates for options granted during the six months ended June 30, 2016 and year ended December 31, 2015: June 30, 2016 December 31, 2015 Weighted average grant-date fair value of options $ 19.57 $ 21.78 Risk-free interest rate 1.4 % 1.5 % Expected volatility 33 % 35 % Expected life (in years) 5.5 5.5 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Carrying Amounts and Fair Values of Company's Amended and Restated Senior Credit Facilities, Derivative Instruments and Contingent Consideration Liabilities | The carrying amounts and fair values of the Company’s Amended and Restated Senior Credit Facility, 6.125% Senior Notes, 5.125% Senior Notes, 5.625% Senior Notes, 6.500% Senior Notes, 9.0% and 9.5% Revenue Bonds, derivative instruments and contingent consideration liabilities as of June 30, 2016 and December 31, 2015 were as follows (in thousands): Carrying Amount Fair Value June 30, 2016 December 31, 2015 June 30, 2016 December 31, 2015 Amended and Restated Senior Credit Facility $ 2,164,959 $ 1,135,861 $ 2,164,959 $ 1,135,861 6.125% Senior Notes due 2021 $ 147,324 $ 147,082 $ 151,375 $ 149,288 5.125% Senior Notes due 2022 $ 295,090 $ 294,749 $ 286,237 $ 275,590 5.625% Senior Notes due 2023 $ 639,990 $ 639,431 $ 627,190 $ 604,262 6.500% Senior Notes due 2024 $ 381,173 $ — $ 386,891 $ — 9.0% and 9.5% Revenue Bonds $ 23,407 $ 23,621 $ 23,407 $ 23,621 Derivative instruments $ 40,459 $ — $ 40,459 $ — Contingent consideration liabilities $ 667 $ 667 $ 667 $ 667 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Other current assets consisted of the following (in thousands): June 30, 2016 December 31, 2015 Prepaid expenses $ 27,970 $ 21,817 Other receivables 22,456 17,518 Insurance receivable – current portion 5,290 5,290 Workers’ compensation deposits – current portion 7,500 7,500 Income taxes receivable 4,873 6,540 Inventory 4,819 4,681 Other 3,611 3,549 Other current assets $ 76,519 $ 66,895 |
Other Accrued Liabilities (Tabl
Other Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Summary of Other Accrued Liabilities | Other accrued liabilities consisted of the following (in thousands): June 30, 2016 December 31, 2015 Accrued expenses $ 40,568 $ 17,921 Accrued interest 35,919 26,132 Unearned income 23,313 446 Insurance liability – current portion 10,490 10,490 Income taxes payable 4,677 7,367 Accrued property taxes 3,829 2,951 Other current liabilities 5,992 7,499 Other accrued liabilities $ 124,788 $ 72,806 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Summary of Reconciliation of Segment EBITDA to Income from Continuing Operations | The following tables set forth the financial information by operating segment, including a reconciliation of Segment EBITDA to income from continuing operations before income taxes (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Revenue: U.S. Facilities $ 430,209 $ 366,886 $ 838,473 $ 657,393 U.K. Facilities 325,883 84,927 532,858 158,242 Corporate and Other 456 1,847 2,030 3,808 $ 756,548 $ 453,660 $ 1,373,361 $ 819,443 Segment EBITDA (1): U.S. Facilities $ 118,580 $ 102,342 $ 225,420 $ 178,706 U.K. Facilities 72,938 20,371 117,869 39,182 Corporate and Other (19,292 ) (16,910 ) (40,051 ) (33,373 ) $ 172,226 $ 105,803 $ 303,238 $ 184,515 Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Segment EBITDA (1) $ 172,226 $ 105,803 $ 303,238 $ 184,515 Plus (less): Equity-based compensation expense (6,888 ) (5,355 ) (13,844 ) (9,249 ) Gain (loss) on foreign currency derivatives 98 (961 ) 508 (908 ) Transaction-related expenses (6,074 ) (7,157 ) (32,372 ) (25,573 ) Interest expense, net (48,758 ) (28,049 ) (86,472 ) (50,195 ) Depreciation and amortization (36,752 ) (14,926 ) (64,727 ) (28,030 ) Income from continuing operations before income taxes $ 73,852 $ 49,355 $ 106,331 $ 70,560 |
Summary of Assets by Operating Segment | June 30, 2016 December 31, 2015 Assets (2): U.S. Facilities $ 3,330,105 $ 3,061,519 U.K. Facilities 3,179,240 1,045,922 Corporate and Other 175,154 171,767 $ 6,684,499 $ 4,279,208 (2) Assets include property and equipment for the U.S. Facilities of $963.5 million, U.K. Facilities of $2.3 billion and corporate and other of $46.0 million at June 30, 2016. Assets include property and equipment for the U.S. Facilities of $832.2 million, U.K. Facilities of $824.4 million and corporate and other of $52.4 million at December 31, 2015. |
Goodwill [Member] | |
Summary of Assets by Operating Segment | U.S. Facilities U.K. Facilities Corporate Consolidated Goodwill: Balance at January 1, 2016 $ 1,941,873 $ 186,342 $ — $ 2,128,215 Increase from 2016 acquisitions 95,274 668,915 — 764,189 Foreign currency translation — (68,990 ) — (68,990 ) Purchase price allocation and other 8,748 39 — 8,787 Balance at June 30, 2016 $ 2,045,895 $ 786,306 $ — $ 2,832,201 |
Financial Information for the39
Financial Information for the Company and Its Subsidiaries (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Condensed Consolidating Balance Sheets | Acadia Healthcare Company, Inc. Condensed Consolidating Balance Sheets June 30, 2016 (In thousands) Parent Combined Combined Consolidating Total Current assets: Cash and cash equivalents $ — $ 10,048 $ 20,668 $ — $ 30,716 Accounts receivable, net — 209,194 75,938 — 285,132 Other current assets — 59,452 20,862 (3,795 ) 76,519 Total current assets — 278,694 117,468 (3,795 ) 392,367 Property and equipment, net — 907,277 2,367,263 — 3,274,540 Goodwill — 1,939,361 892,840 — 2,832,201 Intangible assets, net — 56,574 28,422 — 84,996 Deferred tax assets – noncurrent 3,579 9,671 4,679 — 17,929 Derivative instruments 40,459 — — — 40,459 Investment in subsidiaries 5,210,634 — — (5,210,634 ) — Other assets 845,914 33,523 5,764 (843,194 ) 42,007 Total assets $ 6,100,586 $ 3,225,100 $ 3,416,436 $ (6,057,623 ) $ 6,684,499 Current liabilities: Current portion of long-term debt $ 73,175 $ — $ 235 $ — $ 73,410 Accounts payable — 68,294 39,917 — 108,211 Accrued salaries and benefits — 75,872 37,520 — 113,392 Other accrued liabilities 35,919 — 92,664 (3,795 ) 124,788 Total current liabilities 109,094 144,166 170,336 (3,795 ) 419,801 Long-term debt 3,555,212 — 866,365 (843,194 ) 3,578,383 Deferred tax liabilities – noncurrent — — 85,526 — 85,526 Other liabilities — 108,574 43,054 — 151,628 Total liabilities 3,664,306 252,740 1,165,281 (846,989 ) 4,235,338 Redeemable noncontrolling interests — — 12,881 — 12,881 Total equity 2,436,280 2,972,360 2,238,274 (5,210,634 ) 2,436,280 Total liabilities and equity $ 6,100,586 $ 3,225,100 $ 3,416,436 $ (6,057,623 ) $ 6,684,499 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 |
Summary of Condensed Consolidating Statement of Comprehensive Income | Acadia Healthcare Company, Inc. Condensed Consolidating Statement of Comprehensive Income Three Months Ended June 30, 2016 (In thousands) Parent Combined Combined Consolidating Total Revenue before provision for doubtful accounts $ — $ 422,232 $ 344,822 $ — $ 767,054 Provision for doubtful accounts — (9,593 ) (913 ) — (10,506 ) Revenue — 412,639 343,909 — 756,548 Salaries, wages and benefits 6,888 212,944 188,455 — 408,287 Professional fees — 23,150 27,142 — 50,292 Supplies — 19,527 11,682 — 31,209 Rents and leases — 8,521 11,946 — 20,467 Other operating expenses — 51,100 29,855 — 80,955 Depreciation and amortization — 14,216 22,536 — 36,752 Interest expense, net 10,631 22,043 16,084 — 48,758 Gain on foreign currency derivatives (98 ) — — — (98 ) Transaction-related expenses — 4,189 1,885 — 6,074 Total expenses 17,421 355,690 309,585 — 682,696 (Loss) income from continuing operations before income taxes (17,421 ) 56,949 34,324 — 73,852 Equity in earnings of subsidiaries 67,943 — — (67,943 ) — (Benefit from) provision for income taxes (5,069 ) 16,186 7,144 — 18,261 Income (loss) from continuing operations 55,591 40,763 27,180 (67,943 ) 55,591 Income from discontinued operations, net of income taxes — — — — — Net income (loss) 55,591 40,763 27,180 (67,943 ) 55,591 Net loss attributable to noncontrolling interests — — 854 — 854 Net income (loss) attributable to Acadia Healthcare Company, Inc. $ 55,591 $ 40,763 $ 28,034 $ (67,943 ) $ 56,445 Other comprehensive loss: Foreign currency translation loss — — (213,468 ) — (213,468 ) Gain on derivative instruments 23,919 — — — 23,919 Other comprehensive loss 23,919 — (213,468 ) — (189,549 ) Comprehensive income (loss) attributable to Acadia Healthcare Company, Inc. $ 79,510 $ 40,763 $ (185,434 ) $ (67,943 ) $ (133,104 ) Acadia Healthcare Company, Inc. Condensed Consolidating Statement of Comprehensive Income Three Months Ended June 30, 2015 (In thousands) Parent Combined Combined Consolidating Total Revenue before provision for doubtful accounts $ — $ 363,851 $ 97,947 $ — $ 461,798 Provision for doubtful accounts — (7,566 ) (572 ) — (8,138 ) Revenue — 356,285 97,375 — 453,660 Salaries, wages and benefits 5,355 183,490 54,457 — 243,302 Professional fees — 22,579 7,450 — 30,029 Supplies — 16,929 3,613 — 20,542 Rents and leases — 7,402 809 — 8,211 Other operating expenses — 43,145 7,983 — 51,128 Depreciation and amortization — 10,551 4,375 — 14,926 Interest expense, net 18,106 5,882 4,061 — 28,049 Loss on foreign currency derivatives 961 — — — 961 Transaction-related expenses — 2,946 4,211 — 7,157 Total expenses 24,422 292,924 86,959 — 404,305 (Loss) income from continuing operations before income taxes (24,422 ) 63,361 10,416 — 49,355 Equity in earnings of subsidiaries 50,281 — — (50,281 ) — (Benefit from) provision for income taxes (7,985 ) 20,734 2,763 — 15,512 Income (loss) from continuing operations 33,844 42,627 7,653 (50,281 ) 33,843 Income from discontinued operations, net of income taxes — 1 — — 1 Net income (loss) $ 33,844 $ 42,628 $ 7,653 $ (50,281 ) $ 33,844 Other comprehensive income: Foreign currency translation gain — — 46,173 — 46,173 Other comprehensive income — — 46,173 — 46,173 Comprehensive income (loss) $ 33,844 $ 42,628 $ 53,826 $ (50,281 ) $ 80,017 Acadia Healthcare Company, Inc. Condensed Consolidating Statement of Comprehensive Income Six Months Ended June 30, 2016 (In thousands) Parent Combined Combined Consolidating Total Revenue before provision for doubtful accounts $ — $ 825,166 $ 569,071 $ — $ 1,394,237 Provision for doubtful accounts — (18,935 ) (1,941 ) — (20,876 ) Revenue — 806,231 567,130 — 1,373,361 Salaries, wages and benefits 13,844 423,977 311,494 — 749,315 Professional fees — 45,827 44,456 — 90,283 Supplies — 37,989 19,905 — 57,894 Rents and leases — 17,098 18,175 — 35,273 Other operating expenses — 99,949 51,253 — 151,202 Depreciation and amortization — 26,967 37,760 — 64,727 Interest expense, net 24,064 38,136 24,272 — 86,472 Gain on foreign currency derivatives (508 ) — — — (508 ) Transaction-related expenses — 25,624 6,748 — 32,372 Total expenses 37,400 715,567 514,063 — 1,267,030 (Loss) income from continuing operations before income taxes (37,400 ) 90,664 53,067 — 106,331 Equity in earnings of subsidiaries 108,812 — — (108,812 ) — (Benefit from) provision for income taxes (9,548 ) 23,593 11,326 — 25,371 Income (loss) from continuing operations 80,960 67,071 41,741 (108,812 ) 80,960 Income from discontinued operations, net of income taxes — — — — — Net income (loss) 80,960 67,071 41,741 (108,812 ) 80,960 Net loss attributable to noncontrolling interests — — 1,173 — 1,173 Net income (loss) attributable to Acadia Healthcare Company, Inc. $ 80,960 $ 67,071 $ 42,914 $ (108,812 ) $ 82,133 Other comprehensive loss: Foreign currency translation loss — — (261,883 ) — (261,883 ) Gain on derivative instruments 23,919 — — — 23,919 Other comprehensive loss 23,919 — (261,883 ) — (237,964 ) Comprehensive income (loss) attributable to Acadia Healthcare Company, Inc. $ 104,879 $ 67,071 $ (218,969 ) $ (108,812 ) $ (155,831 ) Acadia Healthcare Company, Inc. Condensed Consolidating Statement of Comprehensive Income Six Months Ended June 30, 2015 (In thousands) Parent Combined Combined Consolidating Total Revenue before provision for doubtful accounts $ — $ 651,616 $ 184,340 $ — $ 835,956 Provision for doubtful accounts — (14,985 ) (1,528 ) — (16,513 ) Revenue — 636,631 182,812 — 819,443 Salaries, wages and benefits 9,249 339,189 100,735 — 449,173 Professional fees — 39,064 13,392 — 52,456 Supplies — 29,938 6,858 — 36,796 Rents and leases — 12,519 1,578 — 14,097 Other operating expenses — 75,392 16,263 — 91,655 Depreciation and amortization — 19,262 8,768 — 28,030 Interest expense, net 31,054 11,603 7,538 — 50,195 Loss on foreign currency derivatives 908 — — — 908 Transaction-related expenses — 21,362 4,211 — 25,573 Total expenses 41,211 548,329 159,343 — 748,883 (Loss) income from continuing operations before income taxes (41,211 ) 88,302 23,469 — 70,560 Equity in earnings of subsidiaries 76,268 — — (76,268 ) — (Benefit from) provision for income taxes (13,381 ) 29,251 6,255 — 22,125 Income (loss) from continuing operations 48,438 59,051 17,214 (76,268 ) 48,435 Income from discontinued operations, net of income taxes — 3 — — 3 Net income (loss) $ 48,438 $ 59,054 $ 17,214 $ (76,268 ) $ 48,438 Other comprehensive income: Foreign currency translation gain — — 16,784 — 16,784 Other comprehensive income — — 16,784 — 16,784 Comprehensive income (loss) $ 48,438 $ 59,054 $ 33,998 $ (76,268 ) $ 65,222 |
Summary of Condensed Consolidating Statement of Cash Flows | Acadia Healthcare Company, Inc. Condensed Consolidating Statement of Cash Flows Six Months Ended June 30, 2016 (In thousands) Parent Combined Combined Consolidating Total Operating activities: Net income (loss) $ 80,960 $ 67,071 $ 41,741 $ (108,812 ) $ 80,960 Adjustments to reconcile net income (loss) to net cash (used in) provided by continuing operating activities: Equity in earnings of subsidiaries (108,812 ) — — 108,812 — Depreciation and amortization — 26,967 37,760 — 64,727 Amortization of debt issuance costs 5,171 — (215 ) — 4,956 Equity-based compensation expense 13,844 — — — 13,844 Deferred income tax (benefit) expense — 18,420 (1,599 ) — 16,821 Loss from discontinued operations, net of taxes — — — — — Loss (gain) on foreign currency derivatives (508 ) — — — (508 ) Other — 720 (16 ) — 704 Change in operating assets and liabilities, net of effect of acquisitions: Accounts receivable, net — (24,072 ) 5,090 — (18,982 ) Other current assets — (1,459 ) (5,797 ) — (7,256 ) Other assets (775 ) 1,327 255 755 1,582 Accounts payable and other accrued liabilities — 21,943 7,158 — 29,101 Accrued salaries and benefits — 9,230 (13,076 ) — (3,846 ) Other liabilities — 7,208 (3,480 ) — 3,728 Net cash (used in) provided by continuing operating activities (10,120 ) 127,355 67,821 775 185,831 Net cash used in discontinued operating activities — (2,973 ) — — (2,973 ) Net cash (used in) provided by operating activities (10,120 ) 124,382 67,821 775 182,858 Investing activities: Cash paid for acquisitions, net of cash acquired — (103,189 ) (580,096 ) — (683,285 ) Cash paid for capital expenditures — (99,157 ) (78,561 ) — (177,718 ) Cash paid for real estate acquisitions — (16,638 ) (11,801 ) — (28,439 ) Settlement of foreign currency derivatives — 508 — — 508 Other — (1,084 ) — — (1,084 ) Net cash used in investing activities — (219,560 ) (670,458 ) — (890,018 ) Financing activities: Borrowings on long-term debt 1,480,000 — — — 1,480,000 Borrowings on revolving credit facility 158,000 — — — 158,000 Principal payments on revolving credit facility (166,000 ) — — — (166,000 ) Principal payments on long-term debt (29,869 ) — (775 ) 775 (29,869 ) Repayment of assumed debt (1,348,389 ) — — — (1,348,389 ) Payment of debt issuance costs (35,511 ) — — — (35,511 ) Issuance of Common Stock 685,097 — — — 685,097 Common stock withheld for minimum statutory taxes, net (7,365 ) — — — (7,365 ) Excess tax benefit from equity awards — — — — — Other — (823 ) — — (823 ) Cash (used in) provided by intercompany activity (725,843 ) 104,062 623,331 (1,550 ) — Net cash provided by (used in) financing activities 10,120 103,239 622,556 (775 ) 735,140 Effect of exchange rate changes on cash — — (8,479 ) — (8,479 ) Net increase in cash and cash equivalents — 8,061 11,440 — 19,501 Cash and cash equivalents at beginning of the period — 1,987 9,228 — 11,215 Cash and cash equivalents at end of the period $ — $ 10,048 $ 20,668 $ — $ 30,716 Acadia Healthcare Company, Inc. Condensed Consolidating Statement of Cash Flows Six Months Ended June 30, 2015 (In thousands) Parent Combined Combined Consolidating Total Operating activities: Net income (loss) $ 48,438 $ 59,054 $ 17,214 $ (76,268 ) $ 48,438 Adjustments to reconcile net income (loss) to net cash (used in) provided by continuing operating activities: Equity in earnings of subsidiaries (76,268 ) — — 76,268 — Depreciation and amortization — 19,262 8,768 — 28,030 Amortization of debt issuance costs — 3,438 (220 ) — 3,218 Equity-based compensation expense 9,249 — — — 9,249 Deferred income tax (benefit) expense (798 ) 22,964 2,516 — 24,682 Loss from discontinued operations, net of taxes — (3 ) — — (3 ) Loss (gain) on foreign currency derivatives 908 — — — 908 Other — 662 30 — 692 Change in operating assets and liabilities, net of effect of acquisitions: Accounts receivable, net — (11,409 ) 967 — (10,442 ) Other current assets — (12,026 ) (1,022 ) — (13,048 ) Other assets (300 ) (1,220 ) 2 300 (1,218 ) Accounts payable and other accrued liabilities — 5,991 (10,304 ) — (4,313 ) Accrued salaries and benefits — 791 (1,016 ) — (225 ) Other liabilities — 5,442 (823 ) — 4,619 Net cash (used in) provided by continuing operating activities (18,771 ) 92,946 16,112 300 90,587 Net cash provided by discontinued operating activities — 554 — — 554 Net cash (used in) provided by operating activities (18,771 ) 93,500 16,112 300 91,141 Investing activities: Cash paid for acquisitions, net of cash acquired — (89,041 ) (197,693 ) — (286,734 ) Cash paid for capital expenditures — (62,101 ) (59,934 ) — (122,035 ) Cash paid for real estate acquisitions — (3,428 ) — — (3,428 ) Settlement of foreign currency derivatives — (908 ) — — (908 ) Other — (481 ) — — (481 ) Net cash used in investing activities — (155,959 ) (257,627 ) — (413,586 ) Financing activities: Borrowings on long-term debt 875,000 — — — 875,000 Borrowings on revolving credit facility 180,000 — — — 180,000 Principal payments on revolving credit facility (180,000 ) — — — (180,000 ) Repayment of assumed CRC debt (904,467 ) — — — (904,467 ) Principal payments on long-term debt (15,875 ) — (300 ) 300 (15,875 ) Payment of debt issuance costs — (22,775 ) — — (22,775 ) Issuance of Common Stock — 331,530 — — 331,530 Common stock withheld for minimum statutory taxes, net — (7,826 ) — — (7,826 ) Excess tax benefit from equity awards — 6,327 — — 6,327 Other — (150 ) — — (150 ) Cash provided by (used in) intercompany activity 64,113 (305,366 ) 241,853 (600 ) — Net cash provided by (used in) financing activities 18,771 1,740 241,553 (300 ) 261,764 Effect of exchange rate changes on cash — 1,213 — — 1,213 Net (decrease) increase in cash and cash equivalents — (59,506 ) 38 — (59,468 ) Cash and cash equivalents at beginning of the period — 76,685 17,355 — 94,040 Cash and cash equivalents at end of the period $ — $ 17,179 $ 17,393 $ — $ 34,572 |
Description of Business and B40
Description of Business and Basis of Presentation - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2016StateBedsFacilities | |
Accounting Policies [Abstract] | |
Number of facilities | Facilities | 591 |
Number of beds | Beds | 17,800 |
Number of operating states | State | 39 |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic and Diluted Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Basic and diluted earnings per share attributable to Acadia Healthcare Company, Inc.: | ||||
Income from continuing operations | $ 56,445 | $ 33,843 | $ 82,133 | $ 48,435 |
Income from discontinued operations | 1 | 3 | ||
Net income attributable to Acadia Healthcare Company, Inc. | $ 56,445 | $ 33,844 | $ 82,133 | $ 48,438 |
Denominator: | ||||
Weighted average shares outstanding for basic earnings per share | 86,553 | 68,296 | 84,748 | 65,429 |
Effect of dilutive instruments | 323 | 439 | 304 | 353 |
Shares used in computing diluted earnings per common share | 86,876 | 68,735 | 85,052 | 65,782 |
Basic earnings per share: | ||||
Income from continuing operations | $ 0.65 | $ 0.50 | $ 0.97 | $ 0.74 |
Income from discontinued operations | 0 | 0 | 0 | 0 |
Net income | 0.65 | 0.50 | 0.97 | 0.74 |
Diluted earnings per share: | ||||
Income from continuing operations | 0.65 | 0.49 | 0.97 | 0.74 |
Income from discontinued operations | 0 | 0 | 0 | 0 |
Net income | $ 0.65 | $ 0.49 | $ 0.97 | $ 0.74 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - shares shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Earnings Per Share [Abstract] | ||||
Excluded common stock for computation of diluted earnings per share | 1.2 | 0.3 | 1.2 | 0.9 |
Acquisitions - 2016 US Acquisit
Acquisitions - 2016 US Acquisitions - Additional Information (Detail) | Jun. 01, 2016USD ($)Beds | May 01, 2016USD ($)Beds | Apr. 01, 2016USD ($)Beds |
Pocono Mountain Recovery Center [Member] | |||
Business Acquisition [Line Items] | |||
Number of beds | Beds | 108 | ||
Business acquisition total consideration | $ 25,200,000 | ||
Cash payments for earn-out agreement | $ 5,000,000 | ||
Serenity Knolls Inc [Member] | |||
Business Acquisition [Line Items] | |||
Number of beds | Beds | 30 | ||
Business acquisition cash paid | $ 9,700,000 | ||
Tennessee [Member] | TrustPoint Hospital [Member] | |||
Business Acquisition [Line Items] | |||
Number of beds | Beds | 100 | ||
Business acquisition cash paid | $ 62,700,000 |
Acquisitions - Priory Acquisiti
Acquisitions - Priory Acquisition - Additional Information (Detail) - Priory [Member] $ in Billions | Jul. 28, 2016BedFacility | Feb. 16, 2016USD ($)BedFacilityshares |
Business Acquisition [Line Items] | ||
Total consideration related to acquisition | $ | $ 2.2 | |
Business acquisition cash paid | $ | $ 1.9 | |
Shares issued for acquisition | shares | 4,033,561 | |
Number of facilities acquired | Facility | 324 | |
Number of beds | Bed | 7,100 | |
Subsequent Event [Member] | ||
Business Acquisition [Line Items] | ||
Number of facilities to be sold | Facility | 19 | |
Number of beds to be sold | Bed | 750 |
Acquisitions - 2015 US Acquisit
Acquisitions - 2015 US Acquisitions - Additional Information (Detail) $ in Millions | Dec. 01, 2015USD ($)BedsFacility | Nov. 01, 2015USD ($)StateBedsCenter | Jul. 01, 2015USD ($)Beds | Mar. 01, 2015USD ($)Center | Feb. 11, 2015USD ($)StateBedsCenterFacilitiesshares | Jun. 30, 2016State | Aug. 31, 2015USD ($) |
Business Acquisition [Line Items] | |||||||
Number of operating states | State | 39 | ||||||
MMO Behavioral Health Systems [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Number of beds | Beds | 80 | ||||||
Business acquisition cash paid | $ 20.2 | ||||||
Number of facilities acquired | Facility | 2 | ||||||
Discovery House-Group Inc [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition cash paid | $ 118.3 | ||||||
Number of facilities acquired | Center | 19 | ||||||
Number of operating states | State | 4 | ||||||
Duffys Napa Valley Rehab [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Number of beds | Beds | 61 | ||||||
Business acquisition cash paid | $ 29.6 | ||||||
Quality Addiction Management [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition cash paid | $ 54.8 | ||||||
Number of facilities acquired | Center | 7 | ||||||
CRC Health Group, Inc [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Number of facilities acquired | Center | 81 | ||||||
Number of operating states | State | 30 | ||||||
Total consideration related to acquisition | $ 1,300 | ||||||
Shares issued for acquisition | shares | 5,975,326 | ||||||
Outstanding indebtedness of CRC repaid | $ 904.5 | ||||||
Number of inpatient facilities | Facilities | 35 | ||||||
CRC Health Group, Inc [Member] | Minimum [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Number of beds | Beds | 2,400 | ||||||
Massachusetts [Member] | Southcoast Behavioral [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Approximate value of noncontrolling interest | $ 9.2 | ||||||
Equity ownership interests percentage in the facility | 75.00% | ||||||
Percentage of noncontrolling interests in the facility | 25.00% | ||||||
Pennsylvania [Member] | Belmont Behavioral Health [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Number of beds | Beds | 147 | ||||||
Business acquisition cash paid | $ 39 | ||||||
Total consideration related to acquisition | 35 | ||||||
Working capital settlement | $ 4 |
Acquisitions - 2015 UK Acquisit
Acquisitions - 2015 UK Acquisitions - Additional Information (Detail) - United Kingdom [Member] $ in Millions | Nov. 01, 2015USD ($)Beds | Oct. 01, 2015USD ($)Beds | Sep. 01, 2015USD ($)BedsFacility | Jul. 01, 2015USD ($)Beds | Jun. 01, 2015USD ($)BedsFacility | Apr. 01, 2015USD ($)BedsFacility |
Care UK Limited [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition cash paid | $ | $ 88.2 | |||||
Number of beds | Beds | 299 | |||||
Number of facilities acquired | Facility | 15 | |||||
Choice Lifestyles [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition cash paid | $ | $ 25.9 | $ 37.5 | ||||
Number of beds | Beds | 42 | 48 | ||||
Number of facilities acquired | Facility | 1 | 2 | ||||
Pastoral Care Group [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition cash paid | $ | $ 34.2 | |||||
Number of beds | Beds | 65 | |||||
Number of facilities acquired | Facility | 2 | |||||
Mildmay Oaks [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition cash paid | $ | $ 14.9 | |||||
Number of beds | Beds | 67 | |||||
Cleveland House [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition cash paid | $ | $ 10.3 | |||||
Number of beds | Beds | 32 | |||||
Meadow View [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition cash paid | $ | $ 6.8 | |||||
Number of beds | Beds | 28 | |||||
Health and Social Care Partnerships [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition cash paid | $ | $ 26.2 | |||||
Number of beds | Beds | 50 | |||||
Number of facilities acquired | Facility | 2 | |||||
The Danshell Group [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition cash paid | $ | $ 59.8 | |||||
Number of beds | Beds | 73 | |||||
Number of facilities acquired | Facility | 3 | |||||
Manor Hall [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition cash paid | $ | $ 14 | |||||
Number of beds | Beds | 26 | |||||
The Manor Clinic [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition cash paid | $ | $ 5.9 | |||||
Number of beds | Beds | 15 |
Acquisitions - Summary of Acqui
Acquisitions - Summary of Acquisitions - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 |
Business Acquisition [Line Items] | |||
Goodwill associated with domestic acquisitions | $ 2,832,201 | $ 2,128,215 | |
Domestic Acquisitions in 2015 and 2014 [Member] | |||
Business Acquisition [Line Items] | |||
Goodwill associated with domestic acquisitions | $ 374,400 | $ 374,400 |
Acquisitions - Priory Acquisi48
Acquisitions - Priory Acquisition (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||
Goodwill | $ 2,832,201 | $ 2,128,215 |
2016 Acquisitions [Member] | ||
Business Acquisition [Line Items] | ||
Cash | 12,741 | |
Accounts receivable | 62,121 | |
Prepaid expenses and other current assets | 7,996 | |
Property and equipment | 1,638,706 | |
Goodwill | 764,189 | |
Intangible assets | 23,404 | |
Other assets | 7,807 | |
Total assets acquired | 2,516,964 | |
Accounts payable | 25,008 | |
Accrued salaries and benefits | 40,348 | |
Other accrued expenses | 47,309 | |
Deferred tax liabilities - noncurrent | 67,598 | |
Long-term debt | 1,348,389 | |
Other liabilities | 75,404 | |
Total liabilities assumed | 1,604,056 | |
Net assets acquired | 912,908 | |
Priory [Member] | 2016 Acquisitions [Member] | ||
Business Acquisition [Line Items] | ||
Cash | 10,253 | |
Accounts receivable | 57,832 | |
Prepaid expenses and other current assets | 7,921 | |
Property and equipment | 1,603,306 | |
Goodwill | 668,915 | |
Intangible assets | 23,200 | |
Other assets | 7,760 | |
Total assets acquired | 2,379,187 | |
Accounts payable | 24,203 | |
Accrued salaries and benefits | 39,588 | |
Other accrued expenses | 47,016 | |
Deferred tax liabilities - noncurrent | 67,598 | |
Long-term debt | 1,348,389 | |
Other liabilities | 45,162 | |
Total liabilities assumed | 1,571,956 | |
Net assets acquired | 807,231 | |
Other [Member] | 2016 Acquisitions [Member] | ||
Business Acquisition [Line Items] | ||
Cash | 2,488 | |
Accounts receivable | 4,289 | |
Prepaid expenses and other current assets | 75 | |
Property and equipment | 35,400 | |
Goodwill | 95,274 | |
Intangible assets | 204 | |
Other assets | 47 | |
Total assets acquired | 137,777 | |
Accounts payable | 805 | |
Accrued salaries and benefits | 760 | |
Other accrued expenses | 293 | |
Other liabilities | 30,242 | |
Total liabilities assumed | 32,100 | |
Net assets acquired | $ 105,677 |
Acquisitions - Summary of Acq49
Acquisitions - Summary of Acquisitions (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||
Goodwill | $ 2,832,201 | $ 2,128,215 |
2015 Acquisitions [Member] | ||
Business Acquisition [Line Items] | ||
Cash | 24,929 | |
Accounts receivable | 67,601 | |
Prepaid expenses and other current assets | 29,619 | |
Property and equipment | 409,306 | |
Goodwill | 1,364,988 | |
Intangible assets | 37,204 | |
Deferred tax assets-noncurrent | 74,383 | |
Other assets | 6,529 | |
Total assets acquired | 2,014,559 | |
Accounts payable | 9,678 | |
Accrued salaries and benefits | 18,148 | |
Other accrued expenses | 44,163 | |
Deferred tax liabilities - noncurrent | 13,541 | |
Debt | 904,467 | |
Other liabilities | 34,730 | |
Total liabilities assumed | 1,024,727 | |
Redeemable noncontrolling interests | 9,132 | |
Net assets acquired | 980,700 | |
Other [Member] | 2015 Acquisitions [Member] | ||
Business Acquisition [Line Items] | ||
Cash | 5,330 | |
Accounts receivable | 20,566 | |
Prepaid expenses and other current assets | 2,674 | |
Property and equipment | 273,143 | |
Goodwill | 321,387 | |
Intangible assets | 204 | |
Other assets | 51 | |
Total assets acquired | 623,355 | |
Accounts payable | 4,937 | |
Accrued salaries and benefits | 3,321 | |
Other accrued expenses | 5,290 | |
Deferred tax liabilities - noncurrent | 13,541 | |
Other liabilities | 10 | |
Total liabilities assumed | 27,099 | |
Redeemable noncontrolling interests | 9,132 | |
Net assets acquired | 587,124 | |
CRC Health Group, Inc [Member] | 2015 Acquisitions [Member] | ||
Business Acquisition [Line Items] | ||
Cash | 19,599 | |
Accounts receivable | 47,035 | |
Prepaid expenses and other current assets | 26,945 | |
Property and equipment | 136,163 | |
Goodwill | 1,043,601 | |
Intangible assets | 37,000 | |
Deferred tax assets-noncurrent | 74,383 | |
Other assets | 6,478 | |
Total assets acquired | 1,391,204 | |
Accounts payable | 4,741 | |
Accrued salaries and benefits | 14,827 | |
Other accrued expenses | 38,873 | |
Debt | 904,467 | |
Other liabilities | 34,720 | |
Total liabilities assumed | 997,628 | |
Net assets acquired | $ 393,576 |
Acquisitions - Other (Detail)
Acquisitions - Other (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Business Combinations [Abstract] | ||||
Advisory and financing commitment fees | $ 14,850 | $ 10,337 | ||
Legal, accounting and other costs | $ 4,653 | $ 5,234 | 16,101 | 9,054 |
Severance and contract termination costs | 1,421 | 1,923 | 1,421 | 6,182 |
Transaction-related expenses | $ 6,074 | $ 7,157 | $ 32,372 | $ 25,573 |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Business Acquisition [Line Items] | ||||
Revenue | $ 756,548 | $ 453,660 | $ 1,373,361 | $ 819,443 |
Income from continuing operations before income taxes | 73,852 | 49,355 | 106,331 | 70,560 |
Acquisitions 2015 and 2016 [Member] | ||||
Business Acquisition [Line Items] | ||||
Revenue | 424,100 | 718,700 | ||
Income from continuing operations before income taxes | $ 34,000 | $ 81,400 | ||
Acquisitions 2015 [Member] | ||||
Business Acquisition [Line Items] | ||||
Revenue | 141,200 | 209,800 | ||
Income from continuing operations before income taxes | $ 34,700 | $ 48,100 |
Acquisitions - Pro Forma Info52
Acquisitions - Pro Forma Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Business Combinations [Abstract] | ||||
Revenue | $ 761,048 | $ 726,929 | $ 1,490,720 | $ 1,423,281 |
Income from continuing operations, before income taxes | $ 74,572 | $ 55,320 | $ 87,925 | $ 71,426 |
Other Intangible Assets - Other
Other Intangible Assets - Other Identifiable Intangible Assets and Related Accumulated Amortization (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Schedule Of Finite and Indefinite Lived Other Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, Gross Carrying Amount | $ 3,347 | $ 3,347 |
Intangible assets not subject to amortization, Gross Carrying Amount | 84,856 | 59,225 |
Total | 88,203 | 62,572 |
Intangible assets subject to amortization, Accumulated Amortization | (3,207) | (2,997) |
Contract Intangible Assets [Member] | ||
Schedule Of Finite and Indefinite Lived Other Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, Gross Carrying Amount | 2,100 | 2,100 |
Intangible assets subject to amortization, Accumulated Amortization | (1,960) | (1,750) |
Non-Compete Agreements [Member] | ||
Schedule Of Finite and Indefinite Lived Other Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, Gross Carrying Amount | 1,247 | 1,247 |
Intangible assets subject to amortization, Accumulated Amortization | (1,247) | (1,247) |
Licenses and Accreditations [Member] | ||
Schedule Of Finite and Indefinite Lived Other Intangible Assets [Line Items] | ||
Intangible assets not subject to amortization, Gross Carrying Amount | 12,398 | 11,479 |
Trade Names [Member] | ||
Schedule Of Finite and Indefinite Lived Other Intangible Assets [Line Items] | ||
Intangible assets not subject to amortization, Gross Carrying Amount | 59,224 | 37,800 |
Certificates of Need [Member] | ||
Schedule Of Finite and Indefinite Lived Other Intangible Assets [Line Items] | ||
Intangible assets not subject to amortization, Gross Carrying Amount | $ 13,234 | $ 9,946 |
Other Intangible Assets - Addit
Other Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 0.1 | $ 0.1 | $ 0.2 | $ 0.3 |
Estimated amortization expense, remainder of 2016 | 0.4 | 0.4 | ||
Estimated amortization expense, 2017 | 0 | 0 | ||
Estimated amortization expense, 2018 | 0 | 0 | ||
Estimated amortization expense, 2019 | 0 | 0 | ||
Estimated amortization expense, 2020 | $ 0 | $ 0 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 3,456,468 | $ 1,828,523 |
Less accumulated depreciation | (181,928) | (119,470) |
Property and equipment, net | 3,274,540 | 1,709,053 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 529,258 | 214,138 |
Building and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,418,108 | 1,277,800 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 359,728 | 141,543 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 149,374 | $ 195,042 |
Long-Term Debt - Components of
Long-Term Debt - Components of Long-Term Debt (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | Sep. 21, 2015 |
Debt Instrument [Line Items] | |||
Less: unamortized debt issuance costs, discount and premium | $ (66,498) | $ (35,416) | |
Long-term debt | 3,651,793 | 2,240,744 | |
Long-term debt | 3,651,793 | 2,240,744 | |
Less: current portion | (73,410) | (45,360) | |
Long-term debt | 3,578,383 | 2,195,384 | |
6.125% Senior Notes Due 2021 [Member] | |||
Debt Instrument [Line Items] | |||
Senior Notes | 150,000 | 150,000 | |
5.125% Senior Notes Due 2022 [Member] | |||
Debt Instrument [Line Items] | |||
Senior Notes | 300,000 | 300,000 | |
5.625% Senior Notes Due 2023 [Member] | |||
Debt Instrument [Line Items] | |||
Senior Notes | 650,000 | 650,000 | $ 650,000 |
6.500% Senior Notes Due 2024 [Member] | |||
Debt Instrument [Line Items] | |||
Senior Notes | 390,000 | ||
Amended and Restated Senior Credit Facility [Member] | Senior Secured Term A Loans [Member] | |||
Debt Instrument [Line Items] | |||
Senior Secured | 613,156 | 500,750 | |
Amended and Restated Senior Credit Facility [Member] | Senior Secured Term B Loans [Member] | |||
Debt Instrument [Line Items] | |||
Senior Secured | 1,442,725 | 495,000 | |
Amended and Restated Senior Credit Facility [Member] | Senior Secured Revolving Line of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Senior Secured | 150,000 | 158,000 | |
9.0% and 9.5% Revenue Bonds [Member] | |||
Debt Instrument [Line Items] | |||
9.0% and 9.5% Revenue Bonds | $ 22,410 | $ 22,410 |
Long-Term Debt - Components o57
Long-Term Debt - Components of Long-Term Debt (Parenthetical) (Detail) | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2016 | Dec. 31, 2015 | Feb. 16, 2016 | Sep. 21, 2015 | Feb. 11, 2015 | Jul. 01, 2014 | Mar. 12, 2013 | |
6.125% Senior Notes Due 2021 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument interest rate | 6.125% | 6.125% | 6.125% | ||||
Senior notes maturity year | 2,021 | 2,021 | |||||
5.125% Senior Notes Due 2022 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument interest rate | 5.125% | 5.125% | 5.125% | ||||
Senior notes maturity year | 2,022 | 2,022 | |||||
5.625% Senior Notes Due 2023 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument interest rate | 5.625% | 5.625% | 5.625% | 5.625% | |||
Senior notes maturity year | 2,023 | 2,023 | |||||
6.500% Senior Notes Due 2024 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument interest rate | 6.50% | 6.50% | |||||
Senior notes maturity year | 2,024 | ||||||
9.0% Revenue Bonds [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument interest rate | 9.00% | 9.00% | |||||
9.5% Revenue Bonds [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument interest rate | 9.50% | 9.50% |
Long-Term Debt (Amended and Res
Long-Term Debt (Amended and Restated Senior Credit Facility) - Additional Information (Detail) - Amended and Restated Senior Credit Facility [Member] - USD ($) | May 26, 2016 | May 25, 2016 | Feb. 16, 2016 | Dec. 15, 2015 | Dec. 31, 2012 | Apr. 01, 2011 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | Jun. 30, 2016 | Feb. 11, 2015 | Feb. 06, 2015 | Dec. 15, 2014 |
Debt Instrument [Line Items] | |||||||||||||||
Date entered into an agreement | Dec. 31, 2012 | Apr. 1, 2011 | |||||||||||||
Additional term loans | $ 135,000,000 | ||||||||||||||
Amount available under revolving line of credit | $ 141,400,000 | $ 141,400,000 | |||||||||||||
Debt instrument maturity date | Feb. 13, 2019 | Feb. 11, 2022 | |||||||||||||
Term loan repayments | $ 1,300,000 | ||||||||||||||
Consolidated funded debt, unrestricted and unencumbered cash to consolidated EBITDA | $ 40,000,000 | ||||||||||||||
Seventh Amendment [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Date entered into an agreement | Feb. 6, 2015 | ||||||||||||||
Ninth Amendment [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Date entered into an agreement | Jan. 25, 2016 | ||||||||||||||
Restrictive covenants on investments, Description | The Ninth Amendment modifies certain definitions and provides increased flexibility to the Company in terms of its financial covenants. The Company’s baskets for permitted investments were also increased to provide increased flexibility for it to invest in non-wholly owned subsidiaries, joint ventures and foreign subsidiaries. The Company may now invest in non-wholly owned subsidiaries and joint ventures up to 10.0% of the Company and its subsidiaries’ total assets in any four consecutive fiscal quarter period, and up to 12.5% of the Company and its subsidiaries’ total assets during the term of the Amended and Restated Credit Agreement. The Company may also invest in foreign subsidiaries that are not loan parties up to 10% of the Company and its subsidiaries’ total assets in any consecutive four fiscal quarter period, and up to 15% of the Company and its subsidiaries’ total assets during the term of the Amended and Restated Credit Agreement. The foregoing permitted investments are subject to an aggregate cap of 25% of the Company and its subsidiaries’ total assets in any fiscal year. | ||||||||||||||
Second Incremental Amendment [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Date entered into an agreement | Feb. 16, 2016 | ||||||||||||||
New incremental Term Loan B facility | 955,000,000 | ||||||||||||||
Senior Secured Revolving Line of Credit [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line of credit | $ 300,000,000 | ||||||||||||||
TLB Facility Due on February 16, 2023 [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Term loan repayments | $ 2,400,000 | ||||||||||||||
Letter of Credit [Member] | Seventh Amendment [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line of credit | $ 20,000,000 | ||||||||||||||
Swing Line Sublimit [Member] | Seventh Amendment [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line of credit | $ 20,000,000 | ||||||||||||||
Eurodollar [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest on borrowings | 3.25% | ||||||||||||||
Basis spread on variable rate | 1.00% | ||||||||||||||
Eurodollar [Member] | Tranche B-1 Repricing Amendment [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest on borrowings | 3.00% | 3.50% | |||||||||||||
Base Rate Loans [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest on borrowings | 2.25% | ||||||||||||||
Basis spread on variable rate | 0.50% | ||||||||||||||
Base Rate Loans [Member] | Tranche B-1 Repricing Amendment [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest on borrowings | 2.00% | 2.50% | |||||||||||||
London Interbank Offered Rate (LIBOR) [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest on borrowings | 3.25% | ||||||||||||||
Senior Debt Obligations [Member] | First Incremental Amendment [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Date entered into an agreement | Feb. 11, 2015 | ||||||||||||||
Line of credit | $ 500,000,000 | ||||||||||||||
September 30, 2015 to December 31, 2015 [Member] | Scenario, Forecast [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Term loan repayments | $ 1,300,000 | ||||||||||||||
September 30, 2015 to December 31, 2015 [Member] | Scenario, Forecast [Member] | TLB Facility Due on February 16, 2023 [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Term loan repayments | $ 2,400,000 | ||||||||||||||
June 30, 2016 to December 31, 2016 [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Term loan principal repayments | $ 12,600,000 | ||||||||||||||
Term loan repayments | 1,300,000 | ||||||||||||||
June 30, 2016 to December 31, 2016 [Member] | TLB Facility Due on February 16, 2023 [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Term loan repayments | $ 2,400,000 | ||||||||||||||
March 31, 2017 to December 31, 2017 [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Term loan principal repayments | 16,800,000 | ||||||||||||||
March 31, 2017 to December 31, 2017 [Member] | Scenario, Forecast [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Term loan repayments | $ 1,300,000 | ||||||||||||||
March 31, 2017 to December 31, 2017 [Member] | Scenario, Forecast [Member] | TLB Facility Due on February 16, 2023 [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Term loan repayments | $ 2,400,000 | ||||||||||||||
March 31, 2018 to December 31, 2018 [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Term loan principal repayments | $ 20,900,000 |
Long-Term Debt (6.125% Senior N
Long-Term Debt (6.125% Senior Notes due 2021) - Additional Information (Detail) - 6.125% Senior Notes Due 2021 [Member] - USD ($) | Mar. 12, 2013 | Jun. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | |||
Issued Senior Notes | $ 150,000,000 | ||
Debt instrument interest rate | 6.125% | 6.125% | 6.125% |
Debt instrument maturity date | Mar. 15, 2021 | ||
Interest on the notes | Payable semi-annually in arrears on March 15 and September 15 of each year. |
Long-Term Debt (5.125% Senior N
Long-Term Debt (5.125% Senior Notes due 2022) - Additional Information (Detail) - 5.125% Senior Notes Due 2022 [Member] - USD ($) | Jul. 01, 2014 | Jun. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | |||
Issued Senior Notes | $ 300,000,000 | ||
Debt instrument interest rate | 5.125% | 5.125% | 5.125% |
Debt instrument maturity date | Jul. 1, 2022 | ||
Interest on the notes | Payable semi-annually in arrears on January 1 and July 1 of each year. |
Long-Term Debt (5.625% Senior N
Long-Term Debt (5.625% Senior Notes due 2023) - Additional Information (Detail) - 5.625% Senior Notes Due 2023 [Member] - USD ($) | 6 Months Ended | |||
Jun. 30, 2016 | Dec. 31, 2015 | Sep. 21, 2015 | Feb. 11, 2015 | |
Debt Instrument [Line Items] | ||||
Issued Senior Notes | $ 275,000,000 | $ 375,000,000 | ||
Debt instrument interest rate | 5.625% | 5.625% | 5.625% | 5.625% |
Debt instrument maturity date | Feb. 15, 2023 | |||
Senior Notes | $ 650,000,000 | $ 650,000,000 | $ 650,000,000 |
Long-Term Debt (6.500% Senior N
Long-Term Debt (6.500% Senior Notes due 2024) - Additional Information (Detail) - 6.500% Senior Notes Due 2024 [Member] - USD ($) | Feb. 16, 2016 | Jun. 30, 2016 |
Debt Instrument [Line Items] | ||
Issued Senior Notes | $ 390,000,000 | |
Debt instrument interest rate | 6.50% | 6.50% |
Debt instrument maturity date | Mar. 1, 2024 | |
Interest on the notes | Payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2016. |
Long-Term Debt (9.0% and 9.5% R
Long-Term Debt (9.0% and 9.5% Revenue Bonds) - Additional Information (Detail) - USD ($) $ in Thousands | Nov. 11, 2012 | Jun. 30, 2016 | Dec. 31, 2015 |
9.0% and 9.5% Revenue Bonds [Member] | |||
Debt Instrument [Line Items] | |||
9.0% and 9.5% Revenue Bonds | $ 22,410 | $ 22,410 | |
9.0% and 9.5% Revenue Bonds [Member] | Park Royal [Member] | |||
Debt Instrument [Line Items] | |||
9.0% and 9.5% Revenue Bonds | $ 23,000 | ||
Debt service reserve fund within other assets | $ 2,300 | $ 2,300 | |
Debt instrument premium | 2,600 | ||
9.0% and 9.5% Revenue Bonds [Member] | Fair Value Measurement [Member] | Park Royal [Member] | |||
Debt Instrument [Line Items] | |||
9.0% and 9.5% Revenue Bonds | 25,600 | ||
9.0% Revenue Bonds [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument interest rate | 9.00% | 9.00% | |
9.0% Revenue Bonds [Member] | Park Royal [Member] | |||
Debt Instrument [Line Items] | |||
9.0% and 9.5% Revenue Bonds | $ 7,500 | ||
Debt instrument interest rate | 9.00% | ||
Debt instrument maturity date | Dec. 1, 2030 | ||
9.5% Revenue Bonds [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument interest rate | 9.50% | 9.50% | |
9.5% Revenue Bonds [Member] | Park Royal [Member] | |||
Debt Instrument [Line Items] | |||
9.0% and 9.5% Revenue Bonds | $ 15,500 | ||
Debt instrument interest rate | 9.50% | ||
Debt instrument maturity date | Dec. 1, 2040 |
Equity Offerings - Additional I
Equity Offerings - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Feb. 16, 2016 | Jan. 12, 2016 | May 11, 2015 | Feb. 11, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Mar. 03, 2016 | Dec. 31, 2015 |
Equity [Line Items] | ||||||||
Common stock, shares authorized | 180,000,000 | 180,000,000 | 90,000,000 | |||||
Common stock offered | 11,500,000 | 5,175,000 | 86,571,040 | 70,745,746 | ||||
Common stock offer price | $ 61 | $ 66.50 | $ 0.01 | $ 0.01 | ||||
Underwriting discount amount | $ 15,800 | $ 12,000 | ||||||
Additional offering-related costs | 700 | 800 | ||||||
Net proceeds from sale of shares | $ 685,000 | $ 331,300 | $ 216,882 | $ 380,210 | ||||
CRC Health Group, Inc [Member] | ||||||||
Equity [Line Items] | ||||||||
Total consideration related to acquisition | $ 1,300,000 | |||||||
Shares issued for acquisition | 5,975,326 | |||||||
Priory [Member] | ||||||||
Equity [Line Items] | ||||||||
Total consideration related to acquisition | $ 2,200,000 | |||||||
Shares issued for acquisition | 4,033,561 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Authorized common stock | 8,200,000 | 8,200,000 | ||
Equity incentive plan available for future grant | 4,614,085 | 4,614,085 | ||
Annual increments in employee grants | 25.00% | |||
Stock options, contractual term | 10 years | |||
Equity-based compensation expense | $ 6,888 | $ 5,355 | $ 13,844 | $ 9,249 |
Unrecognized compensation expense related to unvested options | $ 60,200 | |||
Vesting period | 1 year 4 months 24 days | |||
Warrants outstanding | 0 | 0 | ||
Deferred income tax benefit | $ 16,821 | 24,682 | ||
Tax realized from stock options exercised | 2,000 | 6,300 | ||
Stock Compensation Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Deferred income tax benefit | $ 2,500 | $ 2,200 | $ 5,300 | $ 3,800 |
Equity-Based Compensation - Sto
Equity-Based Compensation - Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Options outstanding, Beginning balance | 694,743 | 737,422 | |
Options granted | 456,850 | 204,700 | |
Options exercised | (12,700) | (214,079) | |
Options cancelled | (39,875) | (33,300) | |
Options outstanding, Ending balance | 1,099,018 | 694,743 | 737,422 |
Options outstanding, Weighted Average Exercise Price, Beginning balance | $ 42.87 | $ 32.19 | |
Options exercisable, Ending balance | 317,476 | 106,330 | |
Options granted, Weighted Average Exercise Price | $ 59.26 | $ 63.07 | |
Options exercised, Weighted Average Exercise Price | 30.98 | 42.75 | |
Options cancelled, Weighted Average Exercise Price | 57.30 | 46.53 | |
Options outstanding, Weighted Average Exercise Price, Ending balance | $ 49.36 | $ 42.87 | $ 32.19 |
Options outstanding, Aggregate Intrinsic Value, Beginning balance | $ 20,717 | $ 14,512 | |
Options exercisable, Weighted Average Exercise Price, Ending balance | $ 41.17 | $ 36.41 | |
Options granted, Aggregate Intrinsic Value | $ 1,724 | ||
Options granted, Weighted Average Remaining Contractual Term | 9 years 8 months 23 days | 9 years 2 months 16 days | |
Options exercised, Aggregate Intrinsic Value | $ 478 | $ 9,890 | |
Options outstanding, Weighted Average Remaining Contractual Term | 8 years 2 months 27 days | 7 years 8 months 12 days | 8 years 1 month 2 days |
Options cancelled, Aggregate Intrinsic Value | $ 0 | $ 0 | |
Options exercisable, Weighted Average Remaining Contractual Term, Ending balance | 6 years 6 months 18 days | 5 years 9 months 29 days | |
Options outstanding, Aggregate Intrinsic Value, Ending balance | $ 11,676 | $ 20,717 | $ 14,512 |
Options exercisable, Aggregate Intrinsic Value, Ending balance | $ 8,217 | $ 4,968 |
Equity-Based Compensation - Res
Equity-Based Compensation - Restricted Stock Activity (Detail) - Restricted Stock Award [Member] - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested, Number of Shares/Units, Beginning balance | 944,562 | 722,028 |
Granted, Number of Shares | 299,047 | 503,052 |
Cancelled, Number of Shares | (54,828) | (44,900) |
Vested, Number of Shares | (243,669) | (235,618) |
Unvested, Number of Shares/Units, Ending balance | 945,112 | 944,562 |
Unvested, Weighted Average Grant-Date Fair Value, Beginning balance | $ 52.74 | $ 39.77 |
Granted, Weighted Average Grant-Date Fair Value | 59.07 | 62.67 |
Cancelled, Weighted Average Grant-Date Fair Value | 58.02 | 49.55 |
Vested, Weighted Average Grant-Date Fair Value | 46.79 | 34.93 |
Unvested, Weighted Average Grant-Date Fair Value, Ending balance | $ 55.96 | $ 52.74 |
Equity-Based Compensation - R68
Equity-Based Compensation - Restricted Stock Unit Activity (Detail) - Restricted Stock Units [Member] - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested, Number of Shares/Units, Beginning balance | 218,084 | 125,113 |
Granted, Number of Units | 230,750 | 217,994 |
Cancelled, Number of Units | 0 | 0 |
Vested, Number of Units | (175,235) | (125,023) |
Unvested, Number of Shares/Units, Ending balance | 273,599 | 218,084 |
Unvested, Weighted Average Grant-Date Fair Value, Beginning balance | $ 56.97 | $ 38.73 |
Granted, Weighted Average Grant-Date Fair Value | 56.95 | 61.77 |
Cancelled, Weighted Average Grant-Date Fair Value | 0 | 0 |
Vested, Weighted Average Grant-Date Fair Value | 52.71 | 32.38 |
Unvested, Weighted Average Grant-Date Fair Value, Ending balance | $ 59.68 | $ 56.97 |
Equity-Based Compensation - Sch
Equity-Based Compensation - Schedule of Stock Options Valuation Assumptions (Detail) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Weighted average grant-date fair value of options | $ 19.57 | $ 21.78 |
Risk-free interest rate | 1.40% | 1.50% |
Expected volatility | 33.00% | 35.00% |
Expected life (in years) | 5 years 6 months | 5 years 6 months |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rates | 24.70% | 31.40% | 23.90% | 31.40% |
Derivative Instruments - Additi
Derivative Instruments - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||
May 31, 2016USD ($) | May 31, 2016GBP (£) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | May 31, 2016GBP (£) | Dec. 31, 2015 | Jul. 01, 2014USD ($) | Mar. 12, 2013USD ($) | |
Derivative [Line Items] | ||||||||||
Gains (losses) associated with changes in fair value of the foreign currency forward contracts | $ 100,000 | $ 1,000,000 | $ 500,000 | $ 900,000 | ||||||
Cross currency swap assets | $ 40,500,000 | $ 40,500,000 | ||||||||
6.125% Senior Notes Due 2021 [Member] | ||||||||||
Derivative [Line Items] | ||||||||||
Principal amount | $ 150,000,000 | |||||||||
Debt instrument interest rate | 6.125% | 6.125% | 6.125% | 6.125% | ||||||
5.125% Senior Notes Due 2022 [Member] | ||||||||||
Derivative [Line Items] | ||||||||||
Principal amount | $ 300,000,000 | |||||||||
Debt instrument interest rate | 5.125% | 5.125% | 5.125% | 5.125% | ||||||
5.625 % Senior Notes Due 2021 [Member] | ||||||||||
Derivative [Line Items] | ||||||||||
Debt instrument interest rate | 5.625% | 5.625% | ||||||||
Cross Currency Swap Assets [Member] | ||||||||||
Derivative [Line Items] | ||||||||||
Notional amount | $ 650,000,000 | £ 449,300,000 | ||||||||
Cross currency swap agreement cash flow due to interest payment | $ 35,800,000 | £ 24,700,000 | ||||||||
Derivative exchange rate | 0.0145 | 0.0145 | ||||||||
Cross Currency Swap Assets [Member] | 6.125% Senior Notes Due 2021 [Member] | ||||||||||
Derivative [Line Items] | ||||||||||
Principal amount | $ 150,000,000 | |||||||||
Debt instrument interest rate | 6.125% | 6.125% | ||||||||
Cross Currency Swap Assets [Member] | 5.125% Senior Notes Due 2022 [Member] | ||||||||||
Derivative [Line Items] | ||||||||||
Principal amount | $ 300,000,000 | |||||||||
Debt instrument interest rate | 5.125% | 5.125% | ||||||||
Cross Currency Swap Assets [Member] | 5.625 % Senior Notes Due 2021 [Member] | ||||||||||
Derivative [Line Items] | ||||||||||
Principal amount | $ 200,000,000 | |||||||||
Debt instrument interest rate | 5.625% | 5.625% |
Fair Value Measurements - Carry
Fair Value Measurements - Carrying Amounts and Fair Values of Company's Amended and Restated Senior Credit Facilities, Derivative Instruments and Contingent Consideration Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative instruments | $ 40,459 | |
Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative instruments | 40,459 | |
Contingent consideration liabilities | 667 | $ 667 |
Fair Value [Member] | Amended and Restated Senior Credit Facility [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amended and Restated Senior Credit Facility | 2,164,959 | 1,135,861 |
Fair Value [Member] | 6.125% Senior Notes Due 2021 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes | 151,375 | 149,288 |
Fair Value [Member] | 5.125% Senior Notes Due 2022 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes | 286,237 | 275,590 |
Fair Value [Member] | 5.625% Senior Notes Due 2023 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes | 627,190 | 604,262 |
Fair Value [Member] | 6.500% Senior Notes Due 2024 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes | 386,891 | |
Fair Value [Member] | 9.0% and 9.5% Revenue Bonds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
9.0% and 9.5% Revenue Bonds | 23,407 | 23,621 |
Carrying Amount [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative instruments | 40,459 | |
Contingent consideration liabilities | 667 | 667 |
Carrying Amount [Member] | Amended and Restated Senior Credit Facility [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amended and Restated Senior Credit Facility | 2,164,959 | 1,135,861 |
Carrying Amount [Member] | 6.125% Senior Notes Due 2021 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes | 147,324 | 147,082 |
Carrying Amount [Member] | 5.125% Senior Notes Due 2022 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes | 295,090 | 294,749 |
Carrying Amount [Member] | 5.625% Senior Notes Due 2023 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes | 639,990 | 639,431 |
Carrying Amount [Member] | 6.500% Senior Notes Due 2024 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes | 381,173 | |
Carrying Amount [Member] | 9.0% and 9.5% Revenue Bonds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
9.0% and 9.5% Revenue Bonds | $ 23,407 | $ 23,621 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | Jun. 30, 2016 | Feb. 16, 2016 | Dec. 31, 2015 | Jul. 01, 2014 | Mar. 12, 2013 |
6.125% Senior Notes Due 2021 [Member] | |||||
Disclosures Regarding Financial Instruments [Line Items] | |||||
Debt instrument interest rate | 6.125% | 6.125% | 6.125% | ||
5.125% Senior Notes Due 2022 [Member] | |||||
Disclosures Regarding Financial Instruments [Line Items] | |||||
Debt instrument interest rate | 5.125% | 5.125% | 5.125% | ||
5.625 % Senior Notes Due 2021 [Member] | |||||
Disclosures Regarding Financial Instruments [Line Items] | |||||
Debt instrument interest rate | 5.625% | ||||
6.500% Senior Notes Due 2024 [Member] | |||||
Disclosures Regarding Financial Instruments [Line Items] | |||||
Debt instrument interest rate | 6.50% | 6.50% | |||
9.0% Revenue Bonds [Member] | |||||
Disclosures Regarding Financial Instruments [Line Items] | |||||
Debt instrument interest rate | 9.00% | 9.00% | |||
9.5% Revenue Bonds [Member] | |||||
Disclosures Regarding Financial Instruments [Line Items] | |||||
Debt instrument interest rate | 9.50% | 9.50% |
Noncontrolling Interests - Addi
Noncontrolling Interests - Additional Information (Detail) $ in Millions | May 02, 2016USD ($)Partner | Aug. 31, 2015USD ($) |
Tennessee [Member] | Crestwyn [Member] | ||
Noncontrolling Interest [Line Items] | ||
Number of noncontrolling partners | Partner | 2 | |
Percentage of noncontrolling interests in the facility | 40.00% | |
Equity ownership interests percentage in the facility | 60.00% | |
Approximate value of noncontrolling interest | $ 6 | |
Tennessee [Member] | Crestwyn [Member] | Partner One [Member] | ||
Noncontrolling Interest [Line Items] | ||
Percentage of noncontrolling interests in the facility | 20.00% | |
Tennessee [Member] | Crestwyn [Member] | Partner Two [Member] | ||
Noncontrolling Interest [Line Items] | ||
Percentage of noncontrolling interests in the facility | 20.00% | |
Massachusetts [Member] | Southcoast Behavioral [Member] | ||
Noncontrolling Interest [Line Items] | ||
Percentage of noncontrolling interests in the facility | 25.00% | |
Approximate value of noncontrolling interest | $ 9.2 | |
Equity ownership interests percentage in the facility | 75.00% |
Other Current Assets - Other Cu
Other Current Assets - Other Current Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 27,970 | $ 21,817 |
Other receivables | 22,456 | 17,518 |
Insurance receivable - current portion | 5,290 | 5,290 |
Workers' compensation deposits - current portion | 7,500 | 7,500 |
Income taxes receivable | 4,873 | 6,540 |
Inventory | 4,819 | 4,681 |
Other | 3,611 | 3,549 |
Other current assets | $ 76,519 | $ 66,895 |
Other Accrued Liabilities - Sum
Other Accrued Liabilities - Summary of Other Accrued Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Accounts Payable and Accrued Liabilities, Current [Abstract] | ||
Accrued expenses | $ 40,568 | $ 17,921 |
Accrued interest | 35,919 | 26,132 |
Unearned income | 23,313 | 446 |
Insurance liability - current portion | 10,490 | 10,490 |
Income taxes payable | 4,677 | 7,367 |
Accrued property taxes | 3,829 | 2,951 |
Other current liabilities | 5,992 | 7,499 |
Other accrued liabilities | $ 124,788 | $ 72,806 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2016StateBedsFacilities | |
Segment Reporting Information [Line Items] | |
Number of facilities | Facilities | 591 |
Number of beds | Beds | 17,800 |
Number of operating states | State | 39 |
U.S. Facilities [Member] | |
Segment Reporting Information [Line Items] | |
Number of facilities | Facilities | 211 |
Number of beds | Beds | 8,400 |
Number of operating states | State | 39 |
U.K. Facilities [Member] | |
Segment Reporting Information [Line Items] | |
Number of facilities | Facilities | 380 |
Number of beds | Beds | 9,400 |
Segment Information - Summary o
Segment Information - Summary of Financial Information by Operating Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 756,548 | $ 453,660 | $ 1,373,361 | $ 819,443 |
Segment EBITDA | 172,226 | 105,803 | 303,238 | 184,515 |
Equity-based compensation expense | (6,888) | (5,355) | (13,844) | (9,249) |
Gain (loss) on foreign currency derivatives | 98 | (961) | 508 | (908) |
Transaction-related expenses | (6,074) | (7,157) | (32,372) | (25,573) |
Interest expense, net | (48,758) | (28,049) | (86,472) | (50,195) |
Depreciation and amortization | (36,752) | (14,926) | (64,727) | (28,030) |
Income from continuing operations before income taxes | 73,852 | 49,355 | 106,331 | 70,560 |
U.S. Facilities [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 430,209 | 366,886 | 838,473 | 657,393 |
Segment EBITDA | 118,580 | 102,342 | 225,420 | 178,706 |
U.K. Facilities [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 325,883 | 84,927 | 532,858 | 158,242 |
Segment EBITDA | 72,938 | 20,371 | 117,869 | 39,182 |
Corporate and Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 456 | 1,847 | 2,030 | 3,808 |
Segment EBITDA | $ (19,292) | $ (16,910) | $ (40,051) | $ (33,373) |
Segment Information - Summary79
Segment Information - Summary of Financial Information by Operating Segment, Goodwill (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Goodwill: | |
Beginning balance | $ 2,128,215 |
Increase from 2016 acquisitions | 764,189 |
Foreign currency translation | (68,990) |
Purchase price allocation and other | 8,787 |
Ending balance | 2,832,201 |
U.S. Facilities [Member] | |
Goodwill: | |
Beginning balance | 1,941,873 |
Increase from 2016 acquisitions | 95,274 |
Purchase price allocation and other | 8,748 |
Ending balance | 2,045,895 |
U.K. Facilities [Member] | |
Goodwill: | |
Beginning balance | 186,342 |
Increase from 2016 acquisitions | 668,915 |
Foreign currency translation | (68,990) |
Purchase price allocation and other | 39 |
Ending balance | $ 786,306 |
Segment Information - Summary80
Segment Information - Summary of Financial Information by Operating Segment, Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Assets: | ||
Assets | $ 6,684,499 | $ 4,279,208 |
U.S. Facilities [Member] | ||
Assets: | ||
Assets | 3,330,105 | 3,061,519 |
U.K. Facilities [Member] | ||
Assets: | ||
Assets | 3,179,240 | 1,045,922 |
Corporate and Other [Member] | ||
Assets: | ||
Assets | $ 175,154 | $ 171,767 |
Segment Information - Summary81
Segment Information - Summary of Financial Information by Operating Segment, Assets (Parenthetical) (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Property and equipment, net | $ 3,274,540 | $ 1,709,053 |
U.S. Facilities [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Property and equipment, net | 963,500 | 832,200 |
U.K. Facilities [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Property and equipment, net | 2,300,000 | 824,400 |
Corporate and Other [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Property and equipment, net | $ 46,000 | $ 52,400 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Subsequent Event [Member] - Priory [Member] | Jul. 28, 2016BedFacility |
Subsequent Event [Line Items] | |
Number of facilities to be sold | Facility | 19 |
Number of beds to be sold | Bed | 750 |
Financial Information for the83
Financial Information for the Company and Its Subsidiaries - Additional Information (Detail) | Jun. 30, 2016 | Feb. 16, 2016 | Dec. 31, 2015 | Sep. 21, 2015 | Feb. 11, 2015 | Jul. 01, 2014 | Mar. 12, 2013 |
6.125% Senior Notes Due 2021 [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument interest rate | 6.125% | 6.125% | 6.125% | ||||
5.125% Senior Notes Due 2022 [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument interest rate | 5.125% | 5.125% | 5.125% | ||||
5.625% Senior Notes Due 2023 [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument interest rate | 5.625% | 5.625% | 5.625% | 5.625% | |||
6.500% Senior Notes Due 2024 [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument interest rate | 6.50% | 6.50% |
Financial Information for the84
Financial Information for the Company and Its Subsidiaries - Summary of Condensed Consolidating Balance Sheets (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||||
Cash and cash equivalents | $ 30,716 | $ 11,215 | $ 34,572 | $ 94,040 |
Accounts receivable, net | 285,132 | 216,626 | ||
Other current assets | 76,519 | 66,895 | ||
Total current assets | 392,367 | 294,736 | ||
Property and equipment, net | 3,274,540 | 1,709,053 | ||
Goodwill | 2,832,201 | 2,128,215 | ||
Intangible assets, net | 84,996 | 59,575 | ||
Deferred tax assets - noncurrent | 17,929 | 49,114 | ||
Derivative instruments | 40,459 | |||
Other assets | 42,007 | 38,515 | ||
Total assets | 6,684,499 | 4,279,208 | ||
Current liabilities: | ||||
Current portion of long-term debt | 73,410 | 45,360 | ||
Accounts payable | 108,211 | 91,341 | ||
Accrued salaries and benefits | 113,392 | 80,696 | ||
Other accrued liabilities | 124,788 | 72,806 | ||
Total current liabilities | 419,801 | 290,203 | ||
Long-term debt | 3,578,383 | 2,195,384 | ||
Deferred tax liabilities - noncurrent | 85,526 | 23,936 | ||
Other liabilities | 151,628 | 78,602 | ||
Total liabilities | 4,235,338 | 2,588,125 | ||
Redeemable noncontrolling interests | 12,881 | 8,055 | ||
Total equity | 2,436,280 | 1,683,028 | ||
Total liabilities and equity | 6,684,499 | 4,279,208 | ||
Consolidating Adjustments [Member] | ||||
Current assets: | ||||
Other current assets | (3,795) | |||
Total current assets | (3,795) | |||
Investment in subsidiaries | (5,210,634) | (3,495,067) | ||
Other assets | (843,194) | (424,024) | ||
Total assets | (6,057,623) | (3,919,091) | ||
Current liabilities: | ||||
Other accrued liabilities | (3,795) | |||
Total current liabilities | (3,795) | |||
Long-term debt | (843,194) | (424,024) | ||
Total liabilities | (846,989) | (424,024) | ||
Total equity | (5,210,634) | (3,495,067) | ||
Total liabilities and equity | (6,057,623) | (3,919,091) | ||
Parent [Member] | ||||
Current assets: | ||||
Deferred tax assets - noncurrent | 3,579 | 3,946 | ||
Derivative instruments | 40,459 | |||
Investment in subsidiaries | 5,210,634 | 3,495,067 | ||
Other assets | 845,914 | 427,270 | ||
Total assets | 6,100,586 | 3,926,283 | ||
Current liabilities: | ||||
Current portion of long-term debt | 73,175 | 45,125 | ||
Other accrued liabilities | 35,919 | 26,132 | ||
Total current liabilities | 109,094 | 71,257 | ||
Long-term debt | 3,555,212 | 2,171,998 | ||
Total liabilities | 3,664,306 | 2,243,255 | ||
Total equity | 2,436,280 | 1,683,028 | ||
Total liabilities and equity | 6,100,586 | 3,926,283 | ||
Combined Subsidiary Guarantors [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 10,048 | 1,987 | 17,179 | 76,685 |
Accounts receivable, net | 209,194 | 187,546 | ||
Other current assets | 59,452 | 57,968 | ||
Total current assets | 278,694 | 247,501 | ||
Property and equipment, net | 907,277 | 805,439 | ||
Goodwill | 1,939,361 | 1,835,339 | ||
Intangible assets, net | 56,574 | 57,024 | ||
Deferred tax assets - noncurrent | 9,671 | 40,587 | ||
Other assets | 33,523 | 32,947 | ||
Total assets | 3,225,100 | 3,018,837 | ||
Current liabilities: | ||||
Accounts payable | 68,294 | 75,015 | ||
Accrued salaries and benefits | 75,872 | 66,249 | ||
Other accrued liabilities | 10,886 | |||
Total current liabilities | 144,166 | 152,150 | ||
Other liabilities | 108,574 | 75,159 | ||
Total liabilities | 252,740 | 227,309 | ||
Total equity | 2,972,360 | 2,791,528 | ||
Total liabilities and equity | 3,225,100 | 3,018,837 | ||
Combined Non-Guarantors [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 20,668 | 9,228 | $ 17,393 | $ 17,355 |
Accounts receivable, net | 75,938 | 29,080 | ||
Other current assets | 20,862 | 8,927 | ||
Total current assets | 117,468 | 47,235 | ||
Property and equipment, net | 2,367,263 | 903,614 | ||
Goodwill | 892,840 | 292,876 | ||
Intangible assets, net | 28,422 | 2,551 | ||
Deferred tax assets - noncurrent | 4,679 | 4,581 | ||
Other assets | 5,764 | 2,322 | ||
Total assets | 3,416,436 | 1,253,179 | ||
Current liabilities: | ||||
Current portion of long-term debt | 235 | 235 | ||
Accounts payable | 39,917 | 16,326 | ||
Accrued salaries and benefits | 37,520 | 14,447 | ||
Other accrued liabilities | 92,664 | 35,788 | ||
Total current liabilities | 170,336 | 66,796 | ||
Long-term debt | 866,365 | 447,410 | ||
Deferred tax liabilities - noncurrent | 85,526 | 23,936 | ||
Other liabilities | 43,054 | 3,443 | ||
Total liabilities | 1,165,281 | 541,585 | ||
Redeemable noncontrolling interests | 12,881 | 8,055 | ||
Total equity | 2,238,274 | 703,539 | ||
Total liabilities and equity | $ 3,416,436 | $ 1,253,179 |
Financial Information for the85
Financial Information for the Company and Its Subsidiaries - Summary of Condensed Consolidating Statement of Comprehensive Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Condensed Financial Statements, Captions [Line Items] | ||||
Revenue before provision for doubtful accounts | $ 767,054 | $ 461,798 | $ 1,394,237 | $ 835,956 |
Provision for doubtful accounts | (10,506) | (8,138) | (20,876) | (16,513) |
Revenue | 756,548 | 453,660 | 1,373,361 | 819,443 |
Salaries, wages and benefits | 408,287 | 243,302 | 749,315 | 449,173 |
Professional fees | 50,292 | 30,029 | 90,283 | 52,456 |
Supplies | 31,209 | 20,542 | 57,894 | 36,796 |
Rents and leases | 20,467 | 8,211 | 35,273 | 14,097 |
Other operating expenses | 80,955 | 51,128 | 151,202 | 91,655 |
Depreciation and amortization | 36,752 | 14,926 | 64,727 | 28,030 |
Interest expense, net | 48,758 | 28,049 | 86,472 | 50,195 |
Loss (gain) on foreign currency derivatives | (98) | 961 | (508) | 908 |
Transaction-related expenses | 6,074 | 7,157 | 32,372 | 25,573 |
Total expenses | 682,696 | 404,305 | 1,267,030 | 748,883 |
(Loss) income from continuing operations before income taxes | 73,852 | 49,355 | 106,331 | 70,560 |
(Benefit from) provision for income taxes | 18,261 | 15,512 | 25,371 | 22,125 |
Income (loss) from continuing operations | 55,591 | 33,843 | 80,960 | 48,435 |
Income from discontinued operations, net of income taxes | 1 | 3 | ||
Net income (loss) | 55,591 | 33,844 | 80,960 | 48,438 |
Net loss attributable to noncontrolling interests | 854 | 1,173 | ||
Net income (loss) attributable to Acadia Healthcare Company, Inc. | 56,445 | 33,844 | 82,133 | 48,438 |
Other comprehensive income: | ||||
Foreign currency translation (loss) gain | (213,468) | 46,173 | (261,883) | 16,784 |
Gain on derivative instruments | 23,919 | 23,919 | ||
Other comprehensive income | (189,549) | 46,173 | (237,964) | 16,784 |
Comprehensive (loss) income attributable to Acadia Healthcare Company, Inc. | (133,104) | 80,017 | (155,831) | 65,222 |
Consolidating Adjustments [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Equity in earnings of subsidiaries | (67,943) | (50,281) | (108,812) | (76,268) |
Income (loss) from continuing operations | (67,943) | (50,281) | (108,812) | (76,268) |
Net income (loss) | (67,943) | (50,281) | (108,812) | (76,268) |
Net income (loss) attributable to Acadia Healthcare Company, Inc. | (67,943) | (108,812) | ||
Other comprehensive income: | ||||
Comprehensive (loss) income attributable to Acadia Healthcare Company, Inc. | (67,943) | (50,281) | (108,812) | (76,268) |
Parent [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Salaries, wages and benefits | 6,888 | 5,355 | 13,844 | 9,249 |
Interest expense, net | 10,631 | 18,106 | 24,064 | 31,054 |
Loss (gain) on foreign currency derivatives | (98) | 961 | (508) | 908 |
Total expenses | 17,421 | 24,422 | 37,400 | 41,211 |
(Loss) income from continuing operations before income taxes | (17,421) | (24,422) | (37,400) | (41,211) |
Equity in earnings of subsidiaries | 67,943 | 50,281 | 108,812 | 76,268 |
(Benefit from) provision for income taxes | (5,069) | (7,985) | (9,548) | (13,381) |
Income (loss) from continuing operations | 55,591 | 33,844 | 80,960 | 48,438 |
Net income (loss) | 55,591 | 33,844 | 80,960 | 48,438 |
Net income (loss) attributable to Acadia Healthcare Company, Inc. | 55,591 | 80,960 | ||
Other comprehensive income: | ||||
Gain on derivative instruments | 23,919 | 23,919 | ||
Other comprehensive income | 23,919 | 23,919 | ||
Comprehensive (loss) income attributable to Acadia Healthcare Company, Inc. | 79,510 | 33,844 | 104,879 | 48,438 |
Combined Subsidiary Guarantors [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Revenue before provision for doubtful accounts | 422,232 | 363,851 | 825,166 | 651,616 |
Provision for doubtful accounts | (9,593) | (7,566) | (18,935) | (14,985) |
Revenue | 412,639 | 356,285 | 806,231 | 636,631 |
Salaries, wages and benefits | 212,944 | 183,490 | 423,977 | 339,189 |
Professional fees | 23,150 | 22,579 | 45,827 | 39,064 |
Supplies | 19,527 | 16,929 | 37,989 | 29,938 |
Rents and leases | 8,521 | 7,402 | 17,098 | 12,519 |
Other operating expenses | 51,100 | 43,145 | 99,949 | 75,392 |
Depreciation and amortization | 14,216 | 10,551 | 26,967 | 19,262 |
Interest expense, net | 22,043 | 5,882 | 38,136 | 11,603 |
Transaction-related expenses | 4,189 | 2,946 | 25,624 | 21,362 |
Total expenses | 355,690 | 292,924 | 715,567 | 548,329 |
(Loss) income from continuing operations before income taxes | 56,949 | 63,361 | 90,664 | 88,302 |
(Benefit from) provision for income taxes | 16,186 | 20,734 | 23,593 | 29,251 |
Income (loss) from continuing operations | 40,763 | 42,627 | 67,071 | 59,051 |
Income from discontinued operations, net of income taxes | 1 | 3 | ||
Net income (loss) | 40,763 | 42,628 | 67,071 | 59,054 |
Net income (loss) attributable to Acadia Healthcare Company, Inc. | 40,763 | 67,071 | ||
Other comprehensive income: | ||||
Comprehensive (loss) income attributable to Acadia Healthcare Company, Inc. | 40,763 | 42,628 | 67,071 | 59,054 |
Combined Non-Guarantors [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Revenue before provision for doubtful accounts | 344,822 | 97,947 | 569,071 | 184,340 |
Provision for doubtful accounts | (913) | (572) | (1,941) | (1,528) |
Revenue | 343,909 | 97,375 | 567,130 | 182,812 |
Salaries, wages and benefits | 188,455 | 54,457 | 311,494 | 100,735 |
Professional fees | 27,142 | 7,450 | 44,456 | 13,392 |
Supplies | 11,682 | 3,613 | 19,905 | 6,858 |
Rents and leases | 11,946 | 809 | 18,175 | 1,578 |
Other operating expenses | 29,855 | 7,983 | 51,253 | 16,263 |
Depreciation and amortization | 22,536 | 4,375 | 37,760 | 8,768 |
Interest expense, net | 16,084 | 4,061 | 24,272 | 7,538 |
Transaction-related expenses | 1,885 | 4,211 | 6,748 | 4,211 |
Total expenses | 309,585 | 86,959 | 514,063 | 159,343 |
(Loss) income from continuing operations before income taxes | 34,324 | 10,416 | 53,067 | 23,469 |
(Benefit from) provision for income taxes | 7,144 | 2,763 | 11,326 | 6,255 |
Income (loss) from continuing operations | 27,180 | 7,653 | 41,741 | 17,214 |
Net income (loss) | 27,180 | 7,653 | 41,741 | 17,214 |
Net loss attributable to noncontrolling interests | 854 | 1,173 | ||
Net income (loss) attributable to Acadia Healthcare Company, Inc. | 28,034 | 42,914 | ||
Other comprehensive income: | ||||
Foreign currency translation (loss) gain | (213,468) | 46,173 | (261,883) | 16,784 |
Other comprehensive income | (213,468) | 46,173 | (261,883) | 16,784 |
Comprehensive (loss) income attributable to Acadia Healthcare Company, Inc. | $ (185,434) | $ 53,826 | $ (218,969) | $ 33,998 |
Financial Information for the86
Financial Information for the Company and Its Subsidiaries - Summary of Condensed Consolidating Statement of Cash Flows (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Operating activities: | ||||
Net income (loss) | $ 55,591 | $ 33,844 | $ 80,960 | $ 48,438 |
Adjustments to reconcile net income (loss) to net cash (used in) provided by continuing operating activities: | ||||
Depreciation and amortization | 36,752 | 14,926 | 64,727 | 28,030 |
Amortization of debt issuance costs | 4,956 | 3,218 | ||
Equity-based compensation expense | 6,888 | 5,355 | 13,844 | 9,249 |
Deferred income tax (benefit) expense | 16,821 | 24,682 | ||
Loss from discontinued operations, net of taxes | (1) | (3) | ||
Loss (gain) on foreign currency derivatives | (98) | 961 | (508) | 908 |
Other | 704 | 692 | ||
Change in operating assets and liabilities, net of effect of acquisitions: | ||||
Accounts receivable, net | (18,982) | (10,442) | ||
Other current assets | (7,256) | (13,048) | ||
Other assets | 1,582 | (1,218) | ||
Accounts payable and other accrued liabilities | 29,101 | (4,313) | ||
Accrued salaries and benefits | (3,846) | (225) | ||
Other liabilities | 3,728 | 4,619 | ||
Net cash (used in) provided by continuing operating activities | 185,831 | 90,587 | ||
Net cash (used in) provided by discontinued operating activities | (2,973) | 554 | ||
Net cash (used in) provided by operating activities | 182,858 | 91,141 | ||
Investing activities: | ||||
Cash paid for acquisitions, net of cash acquired | (683,285) | (286,734) | ||
Cash paid for capital expenditures | (177,718) | (122,035) | ||
Cash paid for real estate acquisitions | (28,439) | (3,428) | ||
Settlement of foreign currency derivatives | 508 | (908) | ||
Other | (1,084) | (481) | ||
Net cash used in investing activities | (890,018) | (413,586) | ||
Financing activities: | ||||
Borrowings on long-term debt | 1,480,000 | 875,000 | ||
Borrowings on revolving credit facility | 158,000 | 180,000 | ||
Principal payments on revolving credit facility | (166,000) | (180,000) | ||
Principal payments on long-term debt | (29,869) | (15,875) | ||
Repayment of assumed CRC debt | (1,348,389) | (904,467) | ||
Payment of debt issuance costs | (35,511) | (22,775) | ||
Issuance of Common Stock | 685,097 | 331,530 | ||
Common stock withheld for minimum statutory taxes, net | (7,365) | (7,826) | ||
Excess tax benefit from equity awards | 6,327 | |||
Other | (823) | (150) | ||
Net cash provided by financing activities | 735,140 | 261,764 | ||
Effect of exchange rate changes on cash | (8,479) | 1,213 | ||
Net (decrease) increase in cash and cash equivalents | 19,501 | (59,468) | ||
Cash and cash equivalents at beginning of the period | 11,215 | 94,040 | ||
Cash and cash equivalents at end of the period | 30,716 | 34,572 | 30,716 | 34,572 |
Consolidating Adjustments [Member] | ||||
Operating activities: | ||||
Net income (loss) | (67,943) | (50,281) | (108,812) | (76,268) |
Adjustments to reconcile net income (loss) to net cash (used in) provided by continuing operating activities: | ||||
Equity in earnings of subsidiaries | 67,943 | 50,281 | 108,812 | 76,268 |
Change in operating assets and liabilities, net of effect of acquisitions: | ||||
Other assets | 755 | 300 | ||
Net cash (used in) provided by continuing operating activities | 775 | 300 | ||
Net cash (used in) provided by operating activities | 775 | 300 | ||
Financing activities: | ||||
Principal payments on long-term debt | 775 | 300 | ||
Cash (used in) provided by intercompany activity | (1,550) | (600) | ||
Net cash provided by financing activities | (775) | (300) | ||
Parent [Member] | ||||
Operating activities: | ||||
Net income (loss) | 55,591 | 33,844 | 80,960 | 48,438 |
Adjustments to reconcile net income (loss) to net cash (used in) provided by continuing operating activities: | ||||
Equity in earnings of subsidiaries | (67,943) | (50,281) | (108,812) | (76,268) |
Amortization of debt issuance costs | 5,171 | |||
Equity-based compensation expense | 13,844 | 9,249 | ||
Deferred income tax (benefit) expense | (798) | |||
Loss (gain) on foreign currency derivatives | (98) | 961 | (508) | 908 |
Change in operating assets and liabilities, net of effect of acquisitions: | ||||
Other assets | (775) | (300) | ||
Net cash (used in) provided by continuing operating activities | (10,120) | (18,771) | ||
Net cash (used in) provided by operating activities | (10,120) | (18,771) | ||
Financing activities: | ||||
Borrowings on long-term debt | 1,480,000 | 875,000 | ||
Borrowings on revolving credit facility | 158,000 | 180,000 | ||
Principal payments on revolving credit facility | (166,000) | (180,000) | ||
Principal payments on long-term debt | (29,869) | (15,875) | ||
Repayment of assumed CRC debt | (1,348,389) | (904,467) | ||
Payment of debt issuance costs | (35,511) | |||
Issuance of Common Stock | 685,097 | |||
Common stock withheld for minimum statutory taxes, net | (7,365) | |||
Cash (used in) provided by intercompany activity | (725,843) | 64,113 | ||
Net cash provided by financing activities | 10,120 | 18,771 | ||
Combined Subsidiary Guarantors [Member] | ||||
Operating activities: | ||||
Net income (loss) | 40,763 | 42,628 | 67,071 | 59,054 |
Adjustments to reconcile net income (loss) to net cash (used in) provided by continuing operating activities: | ||||
Depreciation and amortization | 14,216 | 10,551 | 26,967 | 19,262 |
Amortization of debt issuance costs | 3,438 | |||
Deferred income tax (benefit) expense | 18,420 | 22,964 | ||
Loss from discontinued operations, net of taxes | (1) | (3) | ||
Other | 720 | 662 | ||
Change in operating assets and liabilities, net of effect of acquisitions: | ||||
Accounts receivable, net | (24,072) | (11,409) | ||
Other current assets | (1,459) | (12,026) | ||
Other assets | 1,327 | (1,220) | ||
Accounts payable and other accrued liabilities | 21,943 | 5,991 | ||
Accrued salaries and benefits | 9,230 | 791 | ||
Other liabilities | 7,208 | 5,442 | ||
Net cash (used in) provided by continuing operating activities | 127,355 | 92,946 | ||
Net cash (used in) provided by discontinued operating activities | (2,973) | 554 | ||
Net cash (used in) provided by operating activities | 124,382 | 93,500 | ||
Investing activities: | ||||
Cash paid for acquisitions, net of cash acquired | (103,189) | (89,041) | ||
Cash paid for capital expenditures | (99,157) | (62,101) | ||
Cash paid for real estate acquisitions | (16,638) | (3,428) | ||
Settlement of foreign currency derivatives | 508 | (908) | ||
Other | (1,084) | (481) | ||
Net cash used in investing activities | (219,560) | (155,959) | ||
Financing activities: | ||||
Payment of debt issuance costs | (22,775) | |||
Issuance of Common Stock | 331,530 | |||
Common stock withheld for minimum statutory taxes, net | (7,826) | |||
Excess tax benefit from equity awards | 6,327 | |||
Other | (823) | (150) | ||
Cash (used in) provided by intercompany activity | 104,062 | (305,366) | ||
Net cash provided by financing activities | 103,239 | 1,740 | ||
Effect of exchange rate changes on cash | 1,213 | |||
Net (decrease) increase in cash and cash equivalents | 8,061 | (59,506) | ||
Cash and cash equivalents at beginning of the period | 1,987 | 76,685 | ||
Cash and cash equivalents at end of the period | 10,048 | 17,179 | 10,048 | 17,179 |
Combined Non-Guarantors [Member] | ||||
Operating activities: | ||||
Net income (loss) | 27,180 | 7,653 | 41,741 | 17,214 |
Adjustments to reconcile net income (loss) to net cash (used in) provided by continuing operating activities: | ||||
Depreciation and amortization | 22,536 | 4,375 | 37,760 | 8,768 |
Amortization of debt issuance costs | (215) | (220) | ||
Deferred income tax (benefit) expense | (1,599) | 2,516 | ||
Other | (16) | 30 | ||
Change in operating assets and liabilities, net of effect of acquisitions: | ||||
Accounts receivable, net | 5,090 | 967 | ||
Other current assets | (5,797) | (1,022) | ||
Other assets | 255 | 2 | ||
Accounts payable and other accrued liabilities | 7,158 | (10,304) | ||
Accrued salaries and benefits | (13,076) | (1,016) | ||
Other liabilities | (3,480) | (823) | ||
Net cash (used in) provided by continuing operating activities | 67,821 | 16,112 | ||
Net cash (used in) provided by operating activities | 67,821 | 16,112 | ||
Investing activities: | ||||
Cash paid for acquisitions, net of cash acquired | (580,096) | (197,693) | ||
Cash paid for capital expenditures | (78,561) | (59,934) | ||
Cash paid for real estate acquisitions | (11,801) | |||
Net cash used in investing activities | (670,458) | (257,627) | ||
Financing activities: | ||||
Principal payments on long-term debt | (775) | (300) | ||
Cash (used in) provided by intercompany activity | 623,331 | 241,853 | ||
Net cash provided by financing activities | 622,556 | 241,553 | ||
Effect of exchange rate changes on cash | (8,479) | |||
Net (decrease) increase in cash and cash equivalents | 11,440 | 38 | ||
Cash and cash equivalents at beginning of the period | 9,228 | 17,355 | ||
Cash and cash equivalents at end of the period | $ 20,668 | $ 17,393 | $ 20,668 | $ 17,393 |