Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | Apr. 26, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
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 | 87,817,913 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 43,087 | $ 57,063 |
Accounts receivable, net of allowance for doubtful accounts of $41,121 and $38,916, respectively | 276,089 | 263,327 |
Other current assets | 104,837 | 107,537 |
Total current assets | 424,013 | 427,927 |
Property and equipment, net | 2,749,538 | 2,703,695 |
Goodwill | 2,683,787 | 2,681,188 |
Intangible assets, net | 83,718 | 83,310 |
Deferred tax assets - noncurrent | 3,750 | 3,780 |
Derivative instruments | 59,257 | 73,509 |
Other assets | 61,727 | 51,317 |
Total assets | 6,065,790 | 6,024,726 |
Current liabilities: | ||
Current portion of long-term debt | 34,805 | 34,805 |
Accounts payable | 92,673 | 80,034 |
Accrued salaries and benefits | 102,333 | 105,068 |
Other accrued liabilities | 106,046 | 122,958 |
Total current liabilities | 335,857 | 342,865 |
Long-term debt | 3,246,577 | 3,253,004 |
Deferred tax liabilities - noncurrent | 63,858 | 78,520 |
Other liabilities | 165,995 | 164,859 |
Total liabilities | 3,812,287 | 3,839,248 |
Redeemable noncontrolling interests | 17,570 | 17,754 |
Equity: | ||
Preferred stock, $0.01 par value; 10,000,000 shares authorized, no shares issued | ||
Common stock, $0.01 par value; 180,000,000 shares authorized; 86,916,624 and 86,688,199 issued and outstanding as of March 31, 2017 and December 31, 2016, respectively | 869 | 867 |
Additional paid-in capital | 2,499,760 | 2,496,288 |
Accumulated other comprehensive loss | (528,392) | (549,570) |
Retained earnings | 263,696 | 220,139 |
Total equity | 2,235,933 | 2,167,724 |
Total liabilities and equity | $ 6,065,790 | $ 6,024,726 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Receivable, allowance for doubtful accounts | $ 41,121 | $ 38,916 |
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 | 180,000,000 |
Common stock, shares issued | 86,916,624 | 86,688,199 |
Common stock, shares outstanding | 86,916,624 | 86,688,199 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Revenue before provision for doubtful accounts | $ 689,341 | $ 627,183 |
Provision for doubtful accounts | (10,147) | (10,370) |
Revenue | 679,194 | 616,813 |
Salaries, wages and benefits (including equity-based compensation expense of $7,396 and $6,956, respectively) | 376,421 | 341,028 |
Professional fees | 43,409 | 39,991 |
Supplies | 27,709 | 26,685 |
Rents and leases | 18,971 | 14,806 |
Other operating expenses | 83,711 | 70,247 |
Depreciation and amortization | 33,613 | 27,975 |
Interest expense, net | 42,757 | 37,714 |
Gain on foreign currency derivatives | (410) | |
Transaction-related expenses | 4,119 | 26,298 |
Total expenses | 630,710 | 584,334 |
Income before income taxes | 48,484 | 32,479 |
Provision for income taxes | 13,711 | 7,110 |
Net income | 34,773 | 25,369 |
Net loss attributable to noncontrolling interests | 185 | 319 |
Net income attributable to Acadia Healthcare Company, Inc. | $ 34,958 | $ 25,688 |
Earnings per share attributable to Acadia Healthcare Company, Inc. stockholders: | ||
Basic | $ 0.40 | $ 0.31 |
Diluted | $ 0.40 | $ 0.31 |
Weighted-average shares outstanding: | ||
Basic | 86,762 | 82,943 |
Diluted | 86,908 | 83,420 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Income (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Equity-based compensation expense | $ 7,396 | $ 6,956 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 34,773 | $ 25,369 |
Other comprehensive income (loss): | ||
Foreign currency translation gain (loss) | 27,046 | (48,415) |
Loss on derivative instruments, net of tax of $(5.6) million and $0, respectively | (5,868) | |
Other comprehensive income (loss) | 21,178 | (48,415) |
Comprehensive income (loss) | 55,951 | (23,046) |
Comprehensive loss attributable to noncontrolling interests | 185 | 319 |
Comprehensive income (loss) attributable to Acadia Healthcare Company, Inc. | $ 56,136 | $ (22,727) |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Loss on derivative instruments, tax | $ (5.6) | $ 0 |
Condensed Consolidated Stateme8
Condensed Consolidated Statement of Equity (Unaudited) - 3 months ended Mar. 31, 2017 - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Retained Earnings [Member] |
Balance at Dec. 31, 2016 | $ 2,167,724 | $ 867 | $ 2,496,288 | $ (549,570) | $ 220,139 |
Balance, shares at Dec. 31, 2016 | 86,688,199 | 86,688,199 | |||
Common stock issued under stock incentive plans | $ 205 | $ 2 | 203 | ||
Common stock issued under stock incentive plans, shares | 11,350 | 228,000 | |||
Common stock withheld for minimum statutory taxes | $ (4,439) | (4,439) | |||
Equity-based compensation expense | 7,396 | 7,396 | |||
Other comprehensive income | 21,178 | 21,178 | |||
Cumulative effect of change in accounting principle | 8,599 | 8,599 | |||
Other | 312 | 312 | |||
Net income attributable to Acadia Healthcare Company, Inc. | 34,958 | 34,958 | |||
Balance at Mar. 31, 2017 | $ 2,235,933 | $ 869 | $ 2,499,760 | $ (528,392) | $ 263,696 |
Balance, shares at Mar. 31, 2017 | 86,916,624 | 86,916,624 |
Condensed Consolidated Stateme9
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Operating activities: | ||
Net income | $ 34,773 | $ 25,369 |
Adjustments to reconcile net income to net cash provided by continuing operating activities: | ||
Depreciation and amortization | 33,613 | 27,975 |
Amortization of debt issuance costs | 2,396 | 2,147 |
Equity-based compensation expense | 7,396 | 6,956 |
Deferred income tax expense | 2,007 | 9,085 |
Gain on foreign currency derivatives | (410) | |
Other | 3,825 | 882 |
Change in operating assets and liabilities, net of effect of acquisitions: | ||
Accounts receivable, net | (12,459) | (3,749) |
Other current assets | 5,886 | (8,075) |
Other assets | (1,710) | (2,402) |
Accounts payable and other accrued liabilities | (16,993) | 7,498 |
Accrued salaries and benefits | (3,437) | (6,347) |
Other liabilities | 2,142 | 354 |
Net cash (used in) provided by continuing operating activities | 57,439 | 59,283 |
Net cash used in discontinued operating activities | (425) | (619) |
Net cash provided by operating activities | 57,014 | 58,664 |
Investing activities: | ||
Cash paid for acquisitions, net of cash acquired | (580,096) | |
Cash paid for capital expenditures | (50,549) | (90,089) |
Cash paid for real estate acquisitions | (2,495) | (14,799) |
Settlement of foreign currency derivatives | 745 | |
Other | (5,051) | (1,208) |
Net cash used in investing activities | (58,095) | (685,447) |
Financing activities: | ||
Borrowings on long-term debt | 1,480,000 | |
Borrowings on revolving credit facility | 58,000 | |
Principal payments on revolving credit facility | (166,000) | |
Principal payments on long-term debt | (8,638) | (13,669) |
Repayment of assumed debt | (1,348,389) | |
Payment of debt issuance costs | (34,167) | |
Issuance of common stock, net | 685,097 | |
Common stock withheld for minimum statutory taxes, net | (4,234) | (6,679) |
Other | (865) | (224) |
Net cash (used in) provided by financing activities | (13,737) | 653,969 |
Effect of exchange rate changes on cash | 842 | (1,819) |
Net (decrease) increase in cash and cash equivalents | (13,976) | 25,367 |
Cash and cash equivalents at beginning of the period | 57,063 | 11,215 |
Cash and cash equivalents at end of the period | 43,087 | 36,582 |
Effect of acquisitions: | ||
Assets acquired, excluding cash | 2,372,358 | |
Liabilities assumed | (1,575,380) | |
Issuance of common stock in connection with acquisition | (216,882) | |
Cash paid for acquisitions, net of cash acquired | $ 580,096 |
Description of Business and Bas
Description of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017, the Company operated 575 behavioral healthcare facilities with over 17,200 beds in 39 states, the U. K. and Puerto Rico. Basis of Presentation The business of the Company is conducted through limited liability companies, partnerships and C-corporations. 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, 2016 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, 2016 included in the Company’s Annual Report on Form 10-K Certain reclassifications have been made to prior years to conform to the current year presentation. |
Recently Issued Accounting Stan
Recently Issued Accounting Standards | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Issued Accounting Standards | 2. Recently Issued Accounting Standards In January 2017, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2017-04, “Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” 2017-04”). 2017-04 2017-04 2017-04 In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting” 2016-09”). 2016-09 2016-09 2016-09 In March 2016, the FASB issued ASU 2016-02, “Leases” 2016-02”). 2016-02’s 2016-02 2016-02 right-of-use In May 2014, the FASB and the International Accounting Standards Board issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” 2014-09”). 2014-09’s 2014-09 Step 1: Identify the contract with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 ASU 2014-09 2014-09 2014-09 2014-09. Additionally, the Company anticipates that, as a result of certain changes required by ASU 2014-09, 2014-09 |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 3. Earnings Per Share Basic and diluted earnings per share are calculated in accordance with the FASB Standards Codification Topic 260, “ Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share for the three months ended March 31, 2017 and 2016 (in thousands, except per share amounts): Three Months Ended 2017 2016 Numerator: Net income attributable to Acadia Healthcare Company, Inc. $ 34,958 $ 25,688 Denominator: Weighted average shares outstanding for basic earnings per share 86,762 82,943 Effect of dilutive instruments 146 477 Shares used in computing diluted earnings per common share 86,908 83,420 Earnings per share attributable to Acadia Healthcare Company, Inc. stockholders: Basic $ 0.40 $ 0.31 Diluted $ 0.40 $ 0.31 Approximately 1.2 million and 0.8 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 March 31, 2017 and 2016, respectively, because their effect would have been anti-dilutive. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | 4. 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 cash consideration of approximately $25.4 million. In addition, the Company may be required to make a cash payment of up to $5.0 million under an earn-out one-year 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 Forest 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 cash consideration of approximately $1.9 billion and the issuance of 4,033,561 shares of its common stock to shareholders of Priory. Priory was the leading independent provider of behavioral healthcare services in the U.K. operating 324 facilities with approximately 7,100 beds at the acquisition date. The Competition and Markets Authority (the “CMA”) in the U.K. reviewed the Company’s acquisition of Priory. On July 14, 2016, the CMA announced that the Company’s acquisition of Priory was referred for a phase 2 investigation unless the Company offered acceptable 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 had offered undertakings to address the CMA’s concerns and that, in lieu of a phase 2 investigation, the CMA would consider the Company’s undertakings. On October 18, 2016, the Company signed a definitive agreement with BC Partners (“BC Partners”) for the sale of 21 existing U.K. behavioral health facilities and one de novo behavioral health facility with an aggregate of approximately 1,000 beds (collectively, the “U.K. Disposal Group”). On November 10, 2016, the CMA accepted the Company’s undertakings to sell the U.K. Disposal Group to BC Partners and confirmed that the divestiture satisfied the CMA’s concerns about the impact of the Company’s acquisition of Priory on competition for the provision of behavioral healthcare services in certain markets in the U.K. As a result of the CMA’s acceptance of the undertakings, the Company’s acquisition of Priory was not referred for a phase 2 investigation. On November 30, 2016, the Company completed the sale of the U.K. Disposal Group to BC Partners for £320 million cash (the “U.K. Divestiture”). Summary of Acquisitions The Company selectively seeks opportunities to expand and diversify its base of operations by acquiring additional facilities. Approximately $31.5 million of the goodwill associated with domestic acquisitions completed in 2016 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 and Serenity Knolls. The preliminary fair values of assets acquired and liabilities assumed, at the corresponding acquisition dates, during the year ended December 31, 2016 in connection with the Priory, Serenity Knolls. TrustPoint and Pocono Mountain acquisitions (collectively the “2016 Acquisitions”) were as follows (in thousands): Priory Other Total Cash $ 10,253 $ 2,488 $ 12,741 Accounts receivable 57,832 4,076 61,908 Prepaid expenses and other current assets 7,921 143 8,064 Property and equipment 1,598,156 35,400 1,633,556 Goodwill 679,265 95,953 775,218 Intangible assets 23,200 338 23,538 Other assets 8,862 47 8,909 Total assets acquired 2,385,489 138,445 2,523,934 Accounts payable 24,203 805 25,008 Accrued salaries and benefits 39,588 902 40,490 Other accrued expenses 48,305 380 48,685 Deferred tax liabilities – noncurrent 56,462 269 56,731 Debt 1,348,389 — 1,348,389 Other liabilities 61,311 30,242 91,553 Total liabilities assumed 1,578,258 32,598 1,610,856 Net assets acquired $ 807,231 $ 105,847 $ 913,078 Other The qualitative factors comprising the goodwill acquired in the 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 months ended March 31, 2017 and 2016 (in thousands): Three Months Ended 2017 2016 Legal, accounting and other costs $ 2,455 $ 11,448 Severance and contract termination costs 1,664 — Advisory and financing commitment fees — 14,850 $ 4,119 $ 26,298 |
Other Intangible Assets
Other Intangible Assets | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other Intangible Assets | 5. Other Intangible Assets Other identifiable intangible assets and related accumulated amortization consisted of the following as of March 31, 2017 and December 31, 2016 (in thousands): Gross Carrying Amount Accumulated Amortization March 31, December 31, March 31, December 31, Intangible assets subject to amortization: Contract intangible assets $ 2,100 $ 2,100 $ (2,100 ) $ (2,100 ) Non-compete 1,147 1,147 (1,147 ) (1,147 ) 3,247 3,247 (3,247 ) (3,247 ) Intangible assets not subject to amortization: Licenses and accreditations 12,233 12,228 — — Trade names 57,780 57,538 — — Certificates of need 13,705 13,544 — — 83,718 83,310 — — Total $ 86,965 $ 86,557 $ (3,247 ) $ (3,247 ) Amortization expense related to definite-lived intangible assets was $0.1 million for the three months ended March 31, 2016. As of December 31, 2016, all the Company’s defined-lived intangible assets are fully amortized. 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 | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 6. Property and Equipment Property and equipment consists of the following as of March 31, 2017 and December 31, 2016 (in thousands): March 31, 2017 December 31, 2016 Land $ 417,369 $ 411,331 Building and improvements 2,097,801 2,031,819 Equipment 335,944 318,020 Construction in progress 146,508 157,114 2,997,622 2,918,284 Less accumulated depreciation (248,084 ) (214,589 ) Property and equipment, net $ 2,749,538 $ 2,703,695 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 7. Long-Term Debt Long-term debt consisted of the following (in thousands): March 31, 2017 December 31, 2016 Amended and Restated Senior Credit Facility: Senior Secured Term A Loans $ 395,000 $ 400,000 Senior Secured Term B Loans 1,431,813 1,435,450 Senior Secured Revolving Line of Credit — — 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 390,000 390,000 9.0% and 9.5% Revenue Bonds 22,175 22,175 Less: unamortized debt issuance costs, discount and premium (57,606 ) (59,816 ) 3,281,382 3,287,809 Less: current portion (34,805 ) (34,805 ) Long-term debt $ 3,246,577 $ 3,253,004 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 SEC. On January 25, 2016, the Company entered into the Ninth Amendment (the “Ninth Amendment”) to the Amended and Restated Credit Agreement. The Ninth Amendment modified certain definitions and provided 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 non-wholly 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 B-1 B-1 On September 21, 2016, the Company entered into a Tranche B-2 B-2 B-2 B-2 write-off On November 22, 2016, the Company entered into a Tenth Amendment (the “Tenth Amendment”) to the Amended and Restated Credit Agreement. The Tenth Amendment, among other things, (i) amended the negative covenant regarding dispositions, (ii) modified the collateral package to release any real property with a fair market value of less than $5.0 million and (iii) changed certain investment, indebtedness and lien baskets. On November 30, 2016, the Company entered into a Refinancing Facilities Amendment (the “Refinancing Amendment”) to the Amended and Restated Credit Agreement. The Refinancing Amendment increased the Company’s line of credit on its revolving credit facility to $500.0 million from $300.0 million and reduced its TLA Facility to $400.0 million from $600.6 million (together, the “Refinancing Facilities”). In addition, the Refinancing Amendment extended the maturity date for the Refinancing Facilities to November 30, 2021 from February 13, 2019, and lowered the Company’s effective interest rate on the line of credit on its revolving credit facility and TLA Facility by 50 basis points. In connection with the Refinancing Amendment, the Company recorded a debt extinguishment charge of $0.8 million, including the write-off The Company had $493.4 million of availability under the revolving line of credit and had standby letters of credit outstanding of $6.6 million related to security for the payment of claims required by its workers’ compensation insurance program as of March 31, 2017. 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 $5.0 million for March 31, 2017 to December 31, 2019, $7.5 million for March 31, 2020 to December 31, 2020, and $10.0 million for March 31, 2021 to September 30, 2021, with the remaining principal balance of the TLA Facility due on the maturity date of November 30, 2021. 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 the Company’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 2.75% for Eurodollar Rate Loans (as defined in the Amended and Restated Credit Agreement) and 1.75% for Base Rate Loans (as defined in the Amended and Restated Credit Agreement) at March 31, 2017. 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 March 31, 2017, the Pro Rata Facilities bore interest at a rate of LIBOR plus 2.75%. 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 March 31, 2017, 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”). On September 21, 2015, the Company issued $275.0 million of additional 5.625% Senior Notes. The additional notes formed a single class of debt securities with the 5.625% Senior Notes issued in February 2015. Giving effect to this issuance, the Company has outstanding an aggregate of $650.0 million of 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. 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 The Pavilion at HealthPark, LLC (“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 March 31, 2017 and December 31, 2016, $2.3 million was recorded within other assets on the condensed consolidated balance sheets 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
Equity | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Equity | 8. Equity 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 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 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 common stock. |
Equity-Based Compensation
Equity-Based Compensation | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity-Based Compensation | 9. 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 The Company recognized $7.4 million and $7.0 million in equity-based compensation expense for the three months ended March 31, 2017 and 2016, respectively. As of March 31, 2017, there was $65.2 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. The Company recognized a deferred income tax benefit of $2.9 million and $2.8 million for the three months ended March 31, 2017 and 2016, respectively, related to equity-based compensation expense. Stock option activity during 2016 and 2017 was as follows (aggregate intrinsic value in thousands): Number Weighted Weighted Aggregate Options outstanding at January 1, 2016 694,743 $ 42.87 7.70 $ 20,717 Options granted 503,850 57.98 9.28 297 Options exercised (57,397 ) 31.92 N/A 1,530 Options cancelled (140,250 ) 57.13 N/A N/A Options outstanding at December 31, 2016 1,000,946 49.42 7.80 8,166 Options granted 197,400 42.77 9.96 78 Options exercised (11,350 ) 20.50 N/A 228 Options cancelled (52,888 ) 54.87 N/A N/A Options outstanding at March 31, 2017 1,134,108 $ 48.08 8.00 $ 4,402 Options exercisable at December 31, 2016 288,959 $ 42.81 6.22 $ 6,111 Options exercisable at March 31, 2017 466,320 $ 46.59 6.52 $ 4,298 Restricted stock activity during 2016 and 2017 was as follows: Number of Weighted Grant-Date Unvested at January 1, 2016 944,562 $ 52.74 Granted 387,347 55.38 Cancelled (122,178 ) 57.02 Vested (365,312 ) 47.18 Unvested at December 31, 2016 844,419 $ 55.76 Granted 285,008 42.98 Cancelled (34,026 ) 59.89 Vested (199,764 ) 53.82 Unvested at March 31, 2017 895,637 $ 51.97 Restricted stock unit activity during 2016 and 2017 was as follows: Number of Weighted Grant-Date Unvested at January 1, 2016 218,084 $ 56.97 Granted 230,750 56.95 Cancelled — — Vested (175,235 ) 52.71 Unvested at December 31, 2016 273,599 $ 59.68 Granted 219,840 43.23 Cancelled — — Vested (132,530 ) 58.67 Unvested at March 31, 2017 360,909 $ 50.04 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 three months ended March 31, 2017 and year ended December 31, 2016: March 31, 2017 December 31, 2016 Weighted average grant-date fair value of options $ 14.57 $ 18.96 Risk-free interest rate 2.0 % 1.4 % 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 U. S. 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 | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes The Company adopted ASU 2016-09 Excess tax benefits/deficiencies are generated when the deduction for tax purposes is greater/less than the compensation cost for financial reporting purposes. Upon adoption of ASU 2016-09, paid-in The provision for income taxes for the three months ended March 31, 2017 and 2016 reflects effective tax rates of 28.3% and 21.9%, respectively. The increase in the effective tax rate for the three months ended March 31, 2017 was primarily attributable to the adoption of ASU 2016-09, |
Derivatives
Derivatives | 3 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | 11. Derivatives The Company entered into foreign currency forward contracts during the three months ended March 31, 2017 and 2016 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 USD and GBP associated with cash transfers. The foreign currency forward contracts entered into during the three months ended March 31, 2016 resulted in gains of $0.4 million for the three months ended March 31, 2016, which have been recorded in the condensed consolidated statements of income. 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 GBP-denominated USD-denominated The Company has designated the cross currency swap agreements and certain forward contracts entered into during 2016 and the three months ended March 31, 2017 as qualifying hedging instruments and is accounting for these as net investment hedges. The fair value of these derivatives of $59.3 million is recorded as derivative instruments on the condensed consolidated balance sheets. The gains and losses resulting from fair value adjustments to these derivatives are recorded in accumulated other comprehensive loss as the swaps are effective in hedging the designated risk. Cash flows related to these derivatives are included in operating activities in the condensed consolidated statements of cash flows. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 12. 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 March 31, 2017 and December 31, 2016 were as follows (in thousands): Carrying Amount Fair Value March 31, December 31, March 31, December 31, Amended and Restated Senior Credit Facility $ 1,792,800 $ 1,799,993 $ 1,792,800 $ 1,799,993 6.125% Senior Notes due 2021 $ 147,701 $ 147,574 $ 151,024 $ 152,186 5.125% Senior Notes due 2022 $ 295,622 $ 295,442 $ 298,578 $ 293,595 5.625% Senior Notes due 2023 $ 640,896 $ 640,574 $ 663,725 $ 640,574 6.500% Senior Notes due 2024 $ 381,507 $ 381,268 $ 401,536 $ 389,847 9.0% and 9.5% Revenue Bonds $ 22,855 $ 22,959 $ 22,855 $ 22,959 Derivative instruments $ 59,257 $ 73,509 $ 59,257 $ 73,509 Contingent consideration liabilities $ — $ 107 $ — $ 107 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 | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitments and Contingencies Professional and General Liability Effective September 1, 2016, a portion of the Company’s professional liability risks is insured through a wholly-owned insurance subsidiary. The Company’s wholly-owned insurance subsidiary insures the Company for professional liability losses up to $52.0 million in the aggregate. The insurance subsidiary has obtained reinsurance with unrelated commercial insurers for professional liability risks of $50.0 million in excess of a retention level of $2.0 million. Legal Proceedings 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 | 3 Months Ended |
Mar. 31, 2017 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests | 14. 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 entity that owns this facility, and two noncontrolling partners each own 20%. The value of the 40% noncontrolling interests is approximately $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 control of the entity. The noncontrolling interests are reflected as redeemable noncontrolling interests on the accompanying consolidated balance sheets based on a put right that could require the Company to purchase the noncontrolling interests upon the occurrence of a change in control. |
Current Assets
Current Assets | 3 Months Ended |
Mar. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Current Assets | 15. Current Assets Other current assets consisted of the following (in thousands): March 31, December 31, Other receivables $ 45,766 $ 44,975 Prepaid expenses 28,423 27,455 Workers’ compensation deposits – current portion 10,000 10,000 Income taxes receivable 7,182 11,714 Insurance receivable-current portion 6,472 6,472 Inventory 4,723 4,633 Other 2,271 2,288 Other current assets $ 104,837 $ 107,537 |
Other Accrued Liabilities
Other Accrued Liabilities | 3 Months Ended |
Mar. 31, 2017 | |
Other Liabilities Disclosure [Abstract] | |
Other Accrued Liabilities | 16. Other Accrued Liabilities Other accrued liabilities consisted of the following (in thousands): March 31, December 31, Accrued expenses $ 41,887 $ 37,323 Unearned income 22,260 28,805 Accrued interest 12,350 33,616 Insurance liability – current portion 11,672 11,672 Income taxes payable 7,542 527 Accrued property taxes 2,658 2,732 Other 7,677 8,283 Other accrued liabilities $ 106,046 $ 122,958 |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | 17. 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 United States (the “U.S. Facilities”) and its facilities in the United Kingdom (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 March 31, 2017, the U.S. Facilities included 208 behavioral healthcare facilities with approximately 8,500 beds in 39 states and Puerto Rico, and the U.K. Facilities included 367 behavioral healthcare facilities with approximately 8,700 beds in the U.K. The following tables set forth the financial information by operating segment, including a reconciliation of Segment EBITDA to income before income taxes (in thousands): Three Months Ended March 31, 2017 2016 Revenue: U.S. Facilities $ 440,223 $ 408,264 U.K. Facilities 238,971 206,975 Corporate and Other — 1,574 $ 679,194 $ 616,813 Segment EBITDA (1): U.S. Facilities $ 112,145 $ 106,840 U.K. Facilities 44,186 44,931 Corporate and Other (19,962 ) (20,759 ) $ 136,369 $ 131,012 Three Months Ended March 31, 2017 2016 Segment EBITDA (1) $ 136,369 $ 131,012 Plus (less): Equity-based compensation expense (7,396 ) (6,956 ) Gain on foreign currency derivatives — 410 Transaction-related expenses (4,119 ) (26,298 ) Interest expense, net (42,757 ) (37,714 ) Depreciation and amortization (33,613 ) (27,975 ) Income before income taxes $ 48,484 $ 32,479 U.S. Facilities U.K. Facilities Corporate Consolidated Goodwill: Balance at January 1, 2017 $ 2,041,795 $ 639,393 $ — $ 2,681,188 Foreign currency translation gain — 8,782 — 8,782 Prior year purchase price adjustments 700 (6,883 ) — (6,183 ) Balance at March 31, 2017 $ 2,042,495 $ 641,292 $ — $ 2,683,787 March 31, 2017 December 31, 2016 Assets (2): U.S. Facilities $ 3,417,655 $ 3,382,167 U.K. Facilities 2,465,671 2,441,018 Corporate and Other 182,464 201,541 $ 6,065,790 $ 6,024,726 (1) Segment EBITDA is defined as income before provision for income taxes, equity-based compensation expense, gain 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 GAAP, 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 GAAP 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 $1.0 million, U.K. Facilities of $1.7 billion and corporate and other of $35.1 million at March 31, 2017. Assets include property and equipment for the U.S. Facilities of $1.0 billion, U.K. Facilities of $1.7 billion and corporate and other of $27.1 million at December 31, 2016. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | 18. Accumulated Other Comprehensive Loss The components of accumulated other comprehensive loss are as follows (in thousands): Foreign Currency Change in Fair Pension Plan Total Balance at December 31, 2016 (584,081 ) 40,598 (6,087 ) (549,570 ) Foreign currency translation gain 27,046 — — 27,046 Loss on derivative instruments, net of tax of $(5.6) million — (5,868 ) — (5,868 ) Balance at March 31, 2017 $ (557,035 ) $ 34,730 $ (6,087 ) $ (528,392 ) |
Financial Information for the C
Financial Information for the Company and Its Subsidiaries | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 and December 31, 2016, and for the three months ended March 31, 2017 and 2016. The information segregates the parent company (Acadia Healthcare Company, Inc.), the combined wholly-owned subsidiary guarantors, the combined non-guarantor Acadia Healthcare Company, Inc. Condensed Consolidating Balance Sheets March 31, 2017 (In thousands) Parent Combined Combined Consolidating Total Current assets: Cash and cash equivalents $ — $ 2,929 $ 40,158 $ — $ 43,087 Accounts receivable, net — 219,325 56,764 — 276,089 Other current assets — 59,283 45,554 — 104,837 Total current assets — 281,537 142,476 — 424,013 Property and equipment, net — 964,605 1,784,933 — 2,749,538 Goodwill — 1,935,960 747,827 — 2,683,787 Intangible assets, net — 56,837 26,881 — 83,718 Deferred tax assets – noncurrent 13,692 — 4,548 (14,490 ) 3,750 Derivative instruments 59,257 — — — 59,257 Investment in subsidiaries 4,942,294 — — (4,942,294 ) — Other assets 490,873 49,539 8,726 (487,411 ) 61,727 Total assets $ 5,506,116 $ 3,288,478 $ 2,715,391 $ (5,444,195 ) $ 6,065,790 Current liabilities: Current portion of long-term debt $ 34,550 $ — $ 255 $ — $ 34,805 Accounts payable — 66,085 26,588 — 92,673 Accrued salaries and benefits — 71,053 31,280 — 102,333 Other accrued liabilities 11,656 24,319 70,071 — 106,046 Total current liabilities 46,206 161,457 128,194 — 335,857 Long-term debt 3,223,977 — 510,011 (487,411 ) 3,246,577 Deferred tax liabilities – noncurrent — 28,435 49,913 (14,490 ) 63,858 Other liabilities — 103,897 62,098 — 165,995 Total liabilities 3,270,183 293,789 750,216 (501,901 ) 3,812,287 Redeemable noncontrolling interests — — 17,570 — 17,570 Total equity 2,235,933 2,994,689 1,947,605 (4,942,294 ) 2,235,933 Total liabilities and equity $ 5,506,116 $ 3,288,478 $ 2,715,391 $ (5,444,195 ) $ 6,065,790 Acadia Healthcare Company, Inc. Condensed Consolidating Balance Sheets December 31, 2016 (In thousands) Parent Combined Combined Consolidating Total Current assets: Cash and cash equivalents $ — $ 15,681 $ 41,382 $ — $ 57,063 Accounts receivable, net — 209,124 54,203 — 263,327 Other current assets — 61,724 45,813 — 107,537 Total current assets — 286,529 141,398 — 427,927 Property and equipment, net — 940,880 1,762,815 — 2,703,695 Goodwill — 1,935,260 745,928 — 2,681,188 Intangible assets, net — 56,676 26,634 — 83,310 Deferred tax assets – noncurrent 13,522 — 4,606 (14,348 ) 3,780 Derivative instruments 73,509 — — — 73,509 Investment in subsidiaries 4,885,865 — — (4,885,865 ) — Other assets 493,294 40,480 7,189 (489,646 ) 51,317 Total assets $ 5,466,190 $ 3,259,825 $ 2,688,570 $ (5,389,859 ) $ 6,024,726 Current liabilities: Current portion of long-term debt $ 34,550 $ — $ 255 $ — $ 34,805 Accounts payable — 49,205 30,829 — 80,034 Accrued salaries and benefits — 72,835 32,233 — 105,068 Other accrued liabilities 33,616 24,375 64,967 — 122,958 Total current liabilities 68,166 146,415 128,284 — 342,865 Long-term debt 3,230,300 — 512,350 (489,646 ) 3,253,004 Deferred tax liabilities – noncurrent — 40,574 52,294 (14,348 ) 78,520 Other liabilities — 101,938 62,921 — 164,859 Total liabilities 3,298,466 288,927 755,849 (503,994 ) 3,839,248 Redeemable noncontrolling interests — — 17,754 — 17,754 Total equity 2,167,724 2,970,898 1,914,967 (4,885,865 ) 2,167,724 Total liabilities and equity $ 5,466,190 $ 3,259,825 $ 2,688,570 $ (5,389,859 ) $ 6,024,726 Acadia Healthcare Company, Inc. Condensed Consolidating Statement of Comprehensive Income (Loss) Three Months Ended March 31, 2017 (In thousands) Parent Combined Combined Consolidating Total Revenue before provision for doubtful accounts $ — $ 426,796 $ 262,545 $ — $ 689,341 Provision for doubtful accounts — (9,214 ) (933 ) — (10,147 ) Revenue — 417,582 261,612 — 679,194 Salaries, wages and benefits 7,396 224,430 144,595 — 376,421 Professional fees — 22,074 21,335 — 43,409 Supplies — 18,609 9,100 — 27,709 Rents and leases — 8,511 10,460 — 18,971 Other operating expenses — 55,031 28,680 — 83,711 Depreciation and amortization — 15,551 18,062 — 33,613 Interest expense, net 15,368 18,485 8,904 — 42,757 Transaction-related expenses — 1,438 2,681 — 4,119 Total expenses 22,764 364,129 243,817 — 630,710 (Loss) income before income taxes (22,764 ) 53,453 17,795 — 48,484 Equity in earnings of subsidiaries 46,553 — — (46,553 ) — (Benefit from) provision for income taxes (10,984 ) 21,070 3,625 — 13,711 Net income (loss) 34,773 32,383 14,170 (46,553 ) 34,773 Net loss attributable to noncontrolling interests — — 185 — 185 Net income (loss) attributable to Acadia Healthcare $ 34,773 $ 32,383 $ 14,355 $ (46,553 ) $ 34,958 Other comprehensive income (loss): Foreign currency translation gain — — 27,046 — 27,046 Loss on derivative instruments (5,868 ) — — — (5,868 ) Other comprehensive income (loss) (5,868 ) — 27,046 — 21,178 Comprehensive income (loss) $ 28,905 $ 32,383 $ 41,401 $ (46,553 ) $ 56,136 Acadia Healthcare Company, Inc. Condensed Consolidating Statement of Comprehensive Income (Loss) Three Months Ended March 31, 2016 (In thousands) Parent Combined Combined Consolidating Total Revenue before provision for doubtful accounts $ — $ 402,934 $ 224,249 $ — $ 627,183 Provision for doubtful accounts — (9,342 ) (1,028 ) — (10,370 ) Revenue — 393,592 223,221 — 616,813 Salaries, wages and benefits 6,956 211,033 123,039 — 341,028 Professional fees — 22,677 17,314 — 39,991 Supplies — 18,462 8,223 — 26,685 Rents and leases — 8,577 6,229 — 14,806 Other operating expenses — 48,849 21,398 — 70,247 Depreciation and amortization — 12,751 15,224 — 27,975 Interest expense, net 13,433 16,093 8,188 — 37,714 Gain on foreign currency derivatives (410 ) — — — (410 ) Transaction-related expenses — 21,435 4,863 — 26,298 Total expenses 19,979 359,877 204,478 — 584,334 (Loss) income before income taxes (19,979 ) 33,715 18,743 — 32,479 Equity in earnings of subsidiaries 40,869 — — (40,869 ) — (Benefit from) provision for income taxes (4,479 ) 7,407 4,182 — 7,110 Net income (loss) 25,369 26,308 14,561 (40,869 ) 25,369 Net loss attributable to noncontrolling interests — — 319 — 319 Net income (loss) attributable to Acadia Healthcare $ 25,369 $ 26,308 $ 14,880 $ (40,869 ) $ 25,688 Other comprehensive loss: Foreign currency translation loss — — (48,415 ) — (48,415 ) Other comprehensive loss — — (48,415 ) — (48,415 ) Comprehensive income (loss) $ 25,369 $ 26,308 $ (33,535 ) $ (40,869 ) $ (22,727 ) Acadia Healthcare Company, Inc. Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2017 (In thousands) Parent Combined Combined Consolidating Total Operating activities: Net income (loss) $ 34,773 $ 32,383 $ 14,170 $ (46,553 ) $ 34,773 Adjustments to reconcile net income (loss) to net cash provided by (used in) continuing operating activities: Equity in earnings of subsidiaries (46,553 ) — — 46,553 — Depreciation and amortization — 15,551 18,062 — 33,613 Amortization of debt issuance costs 2,500 — (104 ) — 2,396 Equity-based compensation expense 7,396 — — — 7,396 Deferred income tax (benefit) expense (171 ) 2,754 (576 ) — 2,007 Other 2,732 506 587 — 3,825 Change in operating assets and liabilities, net of effect of acquisitions: Accounts receivable, net — (10,412 ) (2,047 ) — (12,459 ) Other current assets — 5,097 789 — 5,886 Other assets 2,927 (1,778 ) 68 (2,927 ) (1,710 ) Accounts payable and other accrued liabilities — (9,224 ) (7,769 ) — (16,993 ) Accrued salaries and benefits — (1,961 ) (1,476 ) — (3,437 ) Other liabilities — (304 ) 2,446 — 2,142 Net cash provided by (used in) continuing operating activities 3,604 32,612 24,150 (2,927 ) 57,439 Net cash used in discontinued operating activities — (425 ) — — (425 ) Net cash provided by (used in) operating activities 3,604 32,187 24,150 (2,927 ) 57,014 Investing activities: Cash paid for capital expenditures — (30,018 ) (20,531 ) — (50,549 ) Cash paid for real estate acquisitions — (2,495 ) — — (2,495 ) Other — (6,531 ) 1,480 — (5,051 ) Net cash used in investing activities — (39,044 ) (19,051 ) — (58,095 ) Financing activities: Principal payments on long-term debt (8,638 ) — (2,927 ) 2,927 (8,638 ) Common stock withheld for minimum statutory taxes, net (4,234 ) — — — (4,234 ) Other — (865 ) — — (865 ) Cash provided by (used in) intercompany activity 9,268 (5,030 ) (4,238 ) — — Net (used in) provided by in financing activities (3,604 ) (5,895 ) (7,165 ) 2,927 (13,737 ) Effect of exchange rate changes on cash — — 842 — 842 Net decrease in cash and cash equivalents — (12,752 ) (1,224 ) — (13,976 ) Cash and cash equivalents at beginning of the period — 15,681 41,382 — 57,063 Cash and cash equivalents at end of the period $ — $ 2,929 $ 40,158 $ — $ 43,087 Acadia Healthcare Company, Inc. Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2016 (In thousands) Parent Combined Combined Consolidating Total Operating activities: Net income (loss) $ 25,369 $ 26,308 $ 14,561 $ (40,869 ) $ 25,369 Adjustments to reconcile net income (loss) to net cash (used in) provided by continuing operating activities: Equity in earnings of subsidiaries (40,869 ) — — 40,869 — Depreciation and amortization — 12,751 15,224 — 27,975 Amortization of debt issuance costs 2,254 — (107 ) — 2,147 Equity-based compensation expense 6,956 — — — 6,956 Deferred income tax expense — 8,846 239 — 9,085 Gain on foreign currency derivatives (410 ) — — — (410 ) Other — 896 (14 ) — 882 Change in operating assets and liabilities, net of effect of acquisitions: Accounts receivable, net — (13,560 ) 9,811 — (3,749 ) Other current assets — (3,596 ) (4,479 ) — (8,075 ) Other assets — (1,992 ) (410 ) — (2,402 ) Accounts payable and other accrued liabilities — 7,564 (66 ) — 7,498 Accrued salaries and benefits — 6,388 (12,735 ) — (6,347 ) Other liabilities — 4,416 (4,062 ) — 354 Net cash (used in) provided by continuing operating activities (6,700 ) 48,021 17,962 — 59,283 Net cash used in discontinued operating activities — (619 ) — — (619 ) Net cash (used in) provided by operating activities (6,700 ) 47,402 17,962 — 58,664 Investing activities: Cash paid for acquisitions, net of cash acquired — — (580,096 ) — (580,096 ) Cash paid for capital expenditures — (64,272 ) (25,817 ) — (90,089 ) Cash paid for real estate acquisitions — (2,998 ) (11,801 ) — (14,799 ) Settlement of foreign currency derivatives — 745 — — 745 Other — (1,208 ) — — (1,208 ) Net cash used in investing activities — (67,733 ) (617,714 ) — (685,447 ) Financing activities: Borrowings on long-term debt 1,480,000 — — — 1,480,000 Borrowings on revolving credit facility 58,000 — — — 58,000 Principal payments on revolving credit facility (166,000 ) — — — (166,000 ) Principal payments on long-term debt (13,669 ) — — — (13,669 ) Repayment of assumed debt (1,348,389 ) — — — (1,348,389 ) Payment of debt issuance costs (34,167 ) — — — (34,167 ) Issuance of common stock 685,097 — — — 685,097 Common stock withheld for minimum statutory taxes, net (6,679 ) — — — (6,679 ) Other — (224 ) — — (224 ) Cash (used in) provided by intercompany activity (647,493 ) 35,637 611,856 — — Net cash provided by financing activities 6,700 35,413 611,856 — 653,969 Effect of exchange rate changes on cash — — (1,819 ) — (1,819 ) Net increase in cash and cash equivalents — 15,082 10,285 — 25,367 Cash and cash equivalents at beginning of the period — 1,987 9,228 — 11,215 Cash and cash equivalents at end of the period $ — $ 17,069 $ 19,513 $ — $ 36,582 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 months ended March 31, 2017 and 2016 (in thousands, except per share amounts): Three Months Ended 2017 2016 Numerator: Net income attributable to Acadia Healthcare Company, Inc. $ 34,958 $ 25,688 Denominator: Weighted average shares outstanding for basic earnings per share 86,762 82,943 Effect of dilutive instruments 146 477 Shares used in computing diluted earnings per common share 86,908 83,420 Earnings per share attributable to Acadia Healthcare Company, Inc. stockholders: Basic $ 0.40 $ 0.31 Diluted $ 0.40 $ 0.31 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Transaction Related Expenses as Incurred | Transaction-related expenses comprised the following costs for the three months ended March 31, 2017 and 2016 (in thousands): Three Months Ended 2017 2016 Legal, accounting and other costs $ 2,455 $ 11,448 Severance and contract termination costs 1,664 — Advisory and financing commitment fees — 14,850 $ 4,119 $ 26,298 |
Priory, Serenity Knolls, TrustPoint and Pocono Mountain Acquisitions [Member] | |
Summary of Acquisitions | The preliminary fair values of assets acquired and liabilities assumed, at the corresponding acquisition dates, during the year ended December 31, 2016 in connection with the Priory, Serenity Knolls. TrustPoint and Pocono Mountain acquisitions (collectively the “2016 Acquisitions”) were as follows (in thousands): Priory Other Total Cash $ 10,253 $ 2,488 $ 12,741 Accounts receivable 57,832 4,076 61,908 Prepaid expenses and other current assets 7,921 143 8,064 Property and equipment 1,598,156 35,400 1,633,556 Goodwill 679,265 95,953 775,218 Intangible assets 23,200 338 23,538 Other assets 8,862 47 8,909 Total assets acquired 2,385,489 138,445 2,523,934 Accounts payable 24,203 805 25,008 Accrued salaries and benefits 39,588 902 40,490 Other accrued expenses 48,305 380 48,685 Deferred tax liabilities – noncurrent 56,462 269 56,731 Debt 1,348,389 — 1,348,389 Other liabilities 61,311 30,242 91,553 Total liabilities assumed 1,578,258 32,598 1,610,856 Net assets acquired $ 807,231 $ 105,847 $ 913,078 |
Other Intangible Assets (Tables
Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 and December 31, 2016 (in thousands): Gross Carrying Amount Accumulated Amortization March 31, December 31, March 31, December 31, Intangible assets subject to amortization: Contract intangible assets $ 2,100 $ 2,100 $ (2,100 ) $ (2,100 ) Non-compete 1,147 1,147 (1,147 ) (1,147 ) 3,247 3,247 (3,247 ) (3,247 ) Intangible assets not subject to amortization: Licenses and accreditations 12,233 12,228 — — Trade names 57,780 57,538 — — Certificates of need 13,705 13,544 — — 83,718 83,310 — — Total $ 86,965 $ 86,557 $ (3,247 ) $ (3,247 ) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consists of the following as of March 31, 2017 and December 31, 2016 (in thousands): March 31, 2017 December 31, 2016 Land $ 417,369 $ 411,331 Building and improvements 2,097,801 2,031,819 Equipment 335,944 318,020 Construction in progress 146,508 157,114 2,997,622 2,918,284 Less accumulated depreciation (248,084 ) (214,589 ) Property and equipment, net $ 2,749,538 $ 2,703,695 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Components of Long-Term Debt | Long-term debt consisted of the following (in thousands): March 31, 2017 December 31, 2016 Amended and Restated Senior Credit Facility: Senior Secured Term A Loans $ 395,000 $ 400,000 Senior Secured Term B Loans 1,431,813 1,435,450 Senior Secured Revolving Line of Credit — — 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 390,000 390,000 9.0% and 9.5% Revenue Bonds 22,175 22,175 Less: unamortized debt issuance costs, discount and premium (57,606 ) (59,816 ) 3,281,382 3,287,809 Less: current portion (34,805 ) (34,805 ) Long-term debt $ 3,246,577 $ 3,253,004 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Option Activity | Stock option activity during 2016 and 2017 was as follows (aggregate intrinsic value in thousands): Number Weighted Weighted Aggregate Options outstanding at January 1, 2016 694,743 $ 42.87 7.70 $ 20,717 Options granted 503,850 57.98 9.28 297 Options exercised (57,397 ) 31.92 N/A 1,530 Options cancelled (140,250 ) 57.13 N/A N/A Options outstanding at December 31, 2016 1,000,946 49.42 7.80 8,166 Options granted 197,400 42.77 9.96 78 Options exercised (11,350 ) 20.50 N/A 228 Options cancelled (52,888 ) 54.87 N/A N/A Options outstanding at March 31, 2017 1,134,108 $ 48.08 8.00 $ 4,402 Options exercisable at December 31, 2016 288,959 $ 42.81 6.22 $ 6,111 Options exercisable at March 31, 2017 466,320 $ 46.59 6.52 $ 4,298 |
Restricted Stock Activity | Restricted stock activity during 2016 and 2017 was as follows: Number of Weighted Grant-Date Unvested at January 1, 2016 944,562 $ 52.74 Granted 387,347 55.38 Cancelled (122,178 ) 57.02 Vested (365,312 ) 47.18 Unvested at December 31, 2016 844,419 $ 55.76 Granted 285,008 42.98 Cancelled (34,026 ) 59.89 Vested (199,764 ) 53.82 Unvested at March 31, 2017 895,637 $ 51.97 |
Restricted Stock Unit Activity | Restricted stock unit activity during 2016 and 2017 was as follows: Number of Weighted Grant-Date Unvested at January 1, 2016 218,084 $ 56.97 Granted 230,750 56.95 Cancelled — — Vested (175,235 ) 52.71 Unvested at December 31, 2016 273,599 $ 59.68 Granted 219,840 43.23 Cancelled — — Vested (132,530 ) 58.67 Unvested at March 31, 2017 360,909 $ 50.04 |
Schedule of Stock Options Valuation Assumptions | 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 three months ended March 31, 2017 and year ended December 31, 2016: March 31, 2017 December 31, 2016 Weighted average grant-date fair value of options $ 14.57 $ 18.96 Risk-free interest rate 2.0 % 1.4 % Expected volatility 33 % 35 % Expected life (in years) 5.5 5.5 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Carrying Amounts and Fair Values of Company's Amended and Restated Senior Credit Facilities 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 March 31, 2017 and December 31, 2016 were as follows (in thousands): Carrying Amount Fair Value March 31, December 31, March 31, December 31, Amended and Restated Senior Credit Facility $ 1,792,800 $ 1,799,993 $ 1,792,800 $ 1,799,993 6.125% Senior Notes due 2021 $ 147,701 $ 147,574 $ 151,024 $ 152,186 5.125% Senior Notes due 2022 $ 295,622 $ 295,442 $ 298,578 $ 293,595 5.625% Senior Notes due 2023 $ 640,896 $ 640,574 $ 663,725 $ 640,574 6.500% Senior Notes due 2024 $ 381,507 $ 381,268 $ 401,536 $ 389,847 9.0% and 9.5% Revenue Bonds $ 22,855 $ 22,959 $ 22,855 $ 22,959 Derivative instruments $ 59,257 $ 73,509 $ 59,257 $ 73,509 Contingent consideration liabilities $ — $ 107 $ — $ 107 |
Current Assets (Tables)
Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Other current assets consisted of the following (in thousands): March 31, December 31, Other receivables $ 45,766 $ 44,975 Prepaid expenses 28,423 27,455 Workers’ compensation deposits – current portion 10,000 10,000 Income taxes receivable 7,182 11,714 Insurance receivable-current portion 6,472 6,472 Inventory 4,723 4,633 Other 2,271 2,288 Other current assets $ 104,837 $ 107,537 |
Other Accrued Liabilities (Tabl
Other Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Other Liabilities Disclosure [Abstract] | |
Summary of Other Accrued Liabilities | Other accrued liabilities consisted of the following (in thousands): March 31, December 31, Accrued expenses $ 41,887 $ 37,323 Unearned income 22,260 28,805 Accrued interest 12,350 33,616 Insurance liability – current portion 11,672 11,672 Income taxes payable 7,542 527 Accrued property taxes 2,658 2,732 Other 7,677 8,283 Other accrued liabilities $ 106,046 $ 122,958 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Summary of Reconciliation of Segment EBITDA to Income Before Income Taxes | The following tables set forth the financial information by operating segment, including a reconciliation of Segment EBITDA to income before income taxes (in thousands): Three Months Ended March 31, 2017 2016 Revenue: U.S. Facilities $ 440,223 $ 408,264 U.K. Facilities 238,971 206,975 Corporate and Other — 1,574 $ 679,194 $ 616,813 Segment EBITDA (1): U.S. Facilities $ 112,145 $ 106,840 U.K. Facilities 44,186 44,931 Corporate and Other (19,962 ) (20,759 ) $ 136,369 $ 131,012 Three Months Ended March 31, 2017 2016 Segment EBITDA (1) $ 136,369 $ 131,012 Plus (less): Equity-based compensation expense (7,396 ) (6,956 ) Gain on foreign currency derivatives — 410 Transaction-related expenses (4,119 ) (26,298 ) Interest expense, net (42,757 ) (37,714 ) Depreciation and amortization (33,613 ) (27,975 ) Income before income taxes $ 48,484 $ 32,479 |
Summary of Assets by Operating Segment | March 31, 2017 December 31, 2016 Assets (2): U.S. Facilities $ 3,417,655 $ 3,382,167 U.K. Facilities 2,465,671 2,441,018 Corporate and Other 182,464 201,541 $ 6,065,790 $ 6,024,726 (1) Segment EBITDA is defined as income before provision for income taxes, equity-based compensation expense, gain 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 GAAP, 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 GAAP 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 $1.0 million, U.K. Facilities of $1.7 billion and corporate and other of $35.1 million at March 31, 2017. Assets include property and equipment for the U.S. Facilities of $1.0 billion, U.K. Facilities of $1.7 billion and corporate and other of $27.1 million at December 31, 2016. |
Goodwill [Member] | |
Summary of Assets by Operating Segment | Corporate Consolidated Goodwill: Balance at January 1, 2017 $ 2,041,795 $ 639,393 $ — $ 2,681,188 Foreign currency translation gain — 8,782 — 8,782 Prior year purchase price adjustments 700 (6,883 ) — (6,183 ) Balance at March 31, 2017 $ 2,042,495 $ 641,292 $ — $ 2,683,787 |
Accumulated Other Comprehensi39
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Components Of Accumulated Other Comprehensive Loss | The components of accumulated other comprehensive loss are as follows (in thousands): Foreign Currency Change in Fair Pension Plan Total Balance at December 31, 2016 (584,081 ) 40,598 (6,087 ) (549,570 ) Foreign currency translation gain 27,046 — — 27,046 Loss on derivative instruments, net of tax of $(5.6) million — (5,868 ) — (5,868 ) Balance at March 31, 2017 $ (557,035 ) $ 34,730 $ (6,087 ) $ (528,392 ) |
Financial Information for the40
Financial Information for the Company and Its Subsidiaries (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Condensed Consolidating Balance Sheets | Acadia Healthcare Company, Inc. Condensed Consolidating Balance Sheets March 31, 2017 (In thousands) Parent Combined Combined Consolidating Total Current assets: Cash and cash equivalents $ — $ 2,929 $ 40,158 $ — $ 43,087 Accounts receivable, net — 219,325 56,764 — 276,089 Other current assets — 59,283 45,554 — 104,837 Total current assets — 281,537 142,476 — 424,013 Property and equipment, net — 964,605 1,784,933 — 2,749,538 Goodwill — 1,935,960 747,827 — 2,683,787 Intangible assets, net — 56,837 26,881 — 83,718 Deferred tax assets – noncurrent 13,692 — 4,548 (14,490 ) 3,750 Derivative instruments 59,257 — — — 59,257 Investment in subsidiaries 4,942,294 — — (4,942,294 ) — Other assets 490,873 49,539 8,726 (487,411 ) 61,727 Total assets $ 5,506,116 $ 3,288,478 $ 2,715,391 $ (5,444,195 ) $ 6,065,790 Current liabilities: Current portion of long-term debt $ 34,550 $ — $ 255 $ — $ 34,805 Accounts payable — 66,085 26,588 — 92,673 Accrued salaries and benefits — 71,053 31,280 — 102,333 Other accrued liabilities 11,656 24,319 70,071 — 106,046 Total current liabilities 46,206 161,457 128,194 — 335,857 Long-term debt 3,223,977 — 510,011 (487,411 ) 3,246,577 Deferred tax liabilities – noncurrent — 28,435 49,913 (14,490 ) 63,858 Other liabilities — 103,897 62,098 — 165,995 Total liabilities 3,270,183 293,789 750,216 (501,901 ) 3,812,287 Redeemable noncontrolling interests — — 17,570 — 17,570 Total equity 2,235,933 2,994,689 1,947,605 (4,942,294 ) 2,235,933 Total liabilities and equity $ 5,506,116 $ 3,288,478 $ 2,715,391 $ (5,444,195 ) $ 6,065,790 Acadia Healthcare Company, Inc. Condensed Consolidating Balance Sheets December 31, 2016 (In thousands) Parent Combined Combined Consolidating Total Current assets: Cash and cash equivalents $ — $ 15,681 $ 41,382 $ — $ 57,063 Accounts receivable, net — 209,124 54,203 — 263,327 Other current assets — 61,724 45,813 — 107,537 Total current assets — 286,529 141,398 — 427,927 Property and equipment, net — 940,880 1,762,815 — 2,703,695 Goodwill — 1,935,260 745,928 — 2,681,188 Intangible assets, net — 56,676 26,634 — 83,310 Deferred tax assets – noncurrent 13,522 — 4,606 (14,348 ) 3,780 Derivative instruments 73,509 — — — 73,509 Investment in subsidiaries 4,885,865 — — (4,885,865 ) — Other assets 493,294 40,480 7,189 (489,646 ) 51,317 Total assets $ 5,466,190 $ 3,259,825 $ 2,688,570 $ (5,389,859 ) $ 6,024,726 Current liabilities: Current portion of long-term debt $ 34,550 $ — $ 255 $ — $ 34,805 Accounts payable — 49,205 30,829 — 80,034 Accrued salaries and benefits — 72,835 32,233 — 105,068 Other accrued liabilities 33,616 24,375 64,967 — 122,958 Total current liabilities 68,166 146,415 128,284 — 342,865 Long-term debt 3,230,300 — 512,350 (489,646 ) 3,253,004 Deferred tax liabilities – noncurrent — 40,574 52,294 (14,348 ) 78,520 Other liabilities — 101,938 62,921 — 164,859 Total liabilities 3,298,466 288,927 755,849 (503,994 ) 3,839,248 Redeemable noncontrolling interests — — 17,754 — 17,754 Total equity 2,167,724 2,970,898 1,914,967 (4,885,865 ) 2,167,724 Total liabilities and equity $ 5,466,190 $ 3,259,825 $ 2,688,570 $ (5,389,859 ) $ 6,024,726 |
Summary of Condensed Consolidating Statement of Comprehensive Income | Acadia Healthcare Company, Inc. Condensed Consolidating Statement of Comprehensive Income (Loss) Three Months Ended March 31, 2017 (In thousands) Parent Combined Combined Consolidating Total Revenue before provision for doubtful accounts $ — $ 426,796 $ 262,545 $ — $ 689,341 Provision for doubtful accounts — (9,214 ) (933 ) — (10,147 ) Revenue — 417,582 261,612 — 679,194 Salaries, wages and benefits 7,396 224,430 144,595 — 376,421 Professional fees — 22,074 21,335 — 43,409 Supplies — 18,609 9,100 — 27,709 Rents and leases — 8,511 10,460 — 18,971 Other operating expenses — 55,031 28,680 — 83,711 Depreciation and amortization — 15,551 18,062 — 33,613 Interest expense, net 15,368 18,485 8,904 — 42,757 Transaction-related expenses — 1,438 2,681 — 4,119 Total expenses 22,764 364,129 243,817 — 630,710 (Loss) income before income taxes (22,764 ) 53,453 17,795 — 48,484 Equity in earnings of subsidiaries 46,553 — — (46,553 ) — (Benefit from) provision for income taxes (10,984 ) 21,070 3,625 — 13,711 Net income (loss) 34,773 32,383 14,170 (46,553 ) 34,773 Net loss attributable to noncontrolling interests — — 185 — 185 Net income (loss) attributable to Acadia Healthcare $ 34,773 $ 32,383 $ 14,355 $ (46,553 ) $ 34,958 Other comprehensive income (loss): Foreign currency translation gain — — 27,046 — 27,046 Loss on derivative instruments (5,868 ) — — — (5,868 ) Other comprehensive income (loss) (5,868 ) — 27,046 — 21,178 Comprehensive income (loss) $ 28,905 $ 32,383 $ 41,401 $ (46,553 ) $ 56,136 Acadia Healthcare Company, Inc. Condensed Consolidating Statement of Comprehensive Income (Loss) Three Months Ended March 31, 2016 (In thousands) Parent Combined Combined Consolidating Total Revenue before provision for doubtful accounts $ — $ 402,934 $ 224,249 $ — $ 627,183 Provision for doubtful accounts — (9,342 ) (1,028 ) — (10,370 ) Revenue — 393,592 223,221 — 616,813 Salaries, wages and benefits 6,956 211,033 123,039 — 341,028 Professional fees — 22,677 17,314 — 39,991 Supplies — 18,462 8,223 — 26,685 Rents and leases — 8,577 6,229 — 14,806 Other operating expenses — 48,849 21,398 — 70,247 Depreciation and amortization — 12,751 15,224 — 27,975 Interest expense, net 13,433 16,093 8,188 — 37,714 Gain on foreign currency derivatives (410 ) — — — (410 ) Transaction-related expenses — 21,435 4,863 — 26,298 Total expenses 19,979 359,877 204,478 — 584,334 (Loss) income before income taxes (19,979 ) 33,715 18,743 — 32,479 Equity in earnings of subsidiaries 40,869 — — (40,869 ) — (Benefit from) provision for income taxes (4,479 ) 7,407 4,182 — 7,110 Net income (loss) 25,369 26,308 14,561 (40,869 ) 25,369 Net loss attributable to noncontrolling interests — — 319 — 319 Net income (loss) attributable to Acadia Healthcare $ 25,369 $ 26,308 $ 14,880 $ (40,869 ) $ 25,688 Other comprehensive loss: Foreign currency translation loss — — (48,415 ) — (48,415 ) Other comprehensive loss — — (48,415 ) — (48,415 ) Comprehensive income (loss) $ 25,369 $ 26,308 $ (33,535 ) $ (40,869 ) $ (22,727 ) |
Summary of Condensed Consolidating Statement of Cash Flows | Acadia Healthcare Company, Inc. Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2017 (In thousands) Parent Combined Combined Consolidating Total Operating activities: Net income (loss) $ 34,773 $ 32,383 $ 14,170 $ (46,553 ) $ 34,773 Adjustments to reconcile net income (loss) to net cash provided by (used in) continuing operating activities: Equity in earnings of subsidiaries (46,553 ) — — 46,553 — Depreciation and amortization — 15,551 18,062 — 33,613 Amortization of debt issuance costs 2,500 — (104 ) — 2,396 Equity-based compensation expense 7,396 — — — 7,396 Deferred income tax (benefit) expense (171 ) 2,754 (576 ) — 2,007 Other 2,732 506 587 — 3,825 Change in operating assets and liabilities, net of effect of acquisitions: Accounts receivable, net — (10,412 ) (2,047 ) — (12,459 ) Other current assets — 5,097 789 — 5,886 Other assets 2,927 (1,778 ) 68 (2,927 ) (1,710 ) Accounts payable and other accrued liabilities — (9,224 ) (7,769 ) — (16,993 ) Accrued salaries and benefits — (1,961 ) (1,476 ) — (3,437 ) Other liabilities — (304 ) 2,446 — 2,142 Net cash provided by (used in) continuing operating activities 3,604 32,612 24,150 (2,927 ) 57,439 Net cash used in discontinued operating activities — (425 ) — — (425 ) Net cash provided by (used in) operating activities 3,604 32,187 24,150 (2,927 ) 57,014 Investing activities: Cash paid for capital expenditures — (30,018 ) (20,531 ) — (50,549 ) Cash paid for real estate acquisitions — (2,495 ) — — (2,495 ) Other — (6,531 ) 1,480 — (5,051 ) Net cash used in investing activities — (39,044 ) (19,051 ) — (58,095 ) Financing activities: Principal payments on long-term debt (8,638 ) — (2,927 ) 2,927 (8,638 ) Common stock withheld for minimum statutory taxes, net (4,234 ) — — — (4,234 ) Other — (865 ) — — (865 ) Cash provided by (used in) intercompany activity 9,268 (5,030 ) (4,238 ) — — Net (used in) provided by in financing activities (3,604 ) (5,895 ) (7,165 ) 2,927 (13,737 ) Effect of exchange rate changes on cash — — 842 — 842 Net decrease in cash and cash equivalents — (12,752 ) (1,224 ) — (13,976 ) Cash and cash equivalents at beginning of the period — 15,681 41,382 — 57,063 Cash and cash equivalents at end of the period $ — $ 2,929 $ 40,158 $ — $ 43,087 Acadia Healthcare Company, Inc. Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2016 (In thousands) Parent Combined Combined Consolidating Total Operating activities: Net income (loss) $ 25,369 $ 26,308 $ 14,561 $ (40,869 ) $ 25,369 Adjustments to reconcile net income (loss) to net cash (used in) provided by continuing operating activities: Equity in earnings of subsidiaries (40,869 ) — — 40,869 — Depreciation and amortization — 12,751 15,224 — 27,975 Amortization of debt issuance costs 2,254 — (107 ) — 2,147 Equity-based compensation expense 6,956 — — — 6,956 Deferred income tax expense — 8,846 239 — 9,085 Gain on foreign currency derivatives (410 ) — — — (410 ) Other — 896 (14 ) — 882 Change in operating assets and liabilities, net of effect of acquisitions: Accounts receivable, net — (13,560 ) 9,811 — (3,749 ) Other current assets — (3,596 ) (4,479 ) — (8,075 ) Other assets — (1,992 ) (410 ) — (2,402 ) Accounts payable and other accrued liabilities — 7,564 (66 ) — 7,498 Accrued salaries and benefits — 6,388 (12,735 ) — (6,347 ) Other liabilities — 4,416 (4,062 ) — 354 Net cash (used in) provided by continuing operating activities (6,700 ) 48,021 17,962 — 59,283 Net cash used in discontinued operating activities — (619 ) — — (619 ) Net cash (used in) provided by operating activities (6,700 ) 47,402 17,962 — 58,664 Investing activities: Cash paid for acquisitions, net of cash acquired — — (580,096 ) — (580,096 ) Cash paid for capital expenditures — (64,272 ) (25,817 ) — (90,089 ) Cash paid for real estate acquisitions — (2,998 ) (11,801 ) — (14,799 ) Settlement of foreign currency derivatives — 745 — — 745 Other — (1,208 ) — — (1,208 ) Net cash used in investing activities — (67,733 ) (617,714 ) — (685,447 ) Financing activities: Borrowings on long-term debt 1,480,000 — — — 1,480,000 Borrowings on revolving credit facility 58,000 — — — 58,000 Principal payments on revolving credit facility (166,000 ) — — — (166,000 ) Principal payments on long-term debt (13,669 ) — — — (13,669 ) Repayment of assumed debt (1,348,389 ) — — — (1,348,389 ) Payment of debt issuance costs (34,167 ) — — — (34,167 ) Issuance of common stock 685,097 — — — 685,097 Common stock withheld for minimum statutory taxes, net (6,679 ) — — — (6,679 ) Other — (224 ) — — (224 ) Cash (used in) provided by intercompany activity (647,493 ) 35,637 611,856 — — Net cash provided by financing activities 6,700 35,413 611,856 — 653,969 Effect of exchange rate changes on cash — — (1,819 ) — (1,819 ) Net increase in cash and cash equivalents — 15,082 10,285 — 25,367 Cash and cash equivalents at beginning of the period — 1,987 9,228 — 11,215 Cash and cash equivalents at end of the period $ — $ 17,069 $ 19,513 $ — $ 36,582 |
Description of Business and B41
Description of Business and Basis of Presentation - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2017BedsStateFacilities | |
Accounting Policies [Abstract] | |
Number of facilities | Facilities | 575 |
Number of beds | Beds | 17,200 |
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 | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Numerator: | ||
Net income attributable to Acadia Healthcare Company, Inc. | $ 34,958 | $ 25,688 |
Denominator: | ||
Weighted average shares outstanding for basic earnings per share | 86,762 | 82,943 |
Effect of dilutive instruments | 146 | 477 |
Shares used in computing diluted earnings per common share | 86,908 | 83,420 |
Earnings per share attributable to Acadia Healthcare Company, Inc. stockholders: | ||
Basic | $ 0.40 | $ 0.31 |
Diluted | $ 0.40 | $ 0.31 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Earnings Per Share [Abstract] | ||
Excluded common stock for computation of diluted earnings per share | 1.2 | 0.8 |
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 cash consideration | $ 25,400,000 | ||
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) £ in Millions, $ in Billions | Nov. 30, 2016GBP (£) | Oct. 18, 2016BedFacility | Feb. 16, 2016USD ($)BedFacilityshares |
Business Acquisition [Line Items] | |||
Number of beds to be sold | Bed | 1,000 | ||
Cash received from sale of business | £ | £ 320 | ||
U.K. Behavioral Health Facilities [Member] | |||
Business Acquisition [Line Items] | |||
Number of facilities to be sold | 21 | ||
De novo Behavioral Health Facility [Member] | |||
Business Acquisition [Line Items] | |||
Number of facilities to be sold | 1 | ||
Priory [Member] | |||
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 | 324 | ||
Number of beds | Bed | 7,100 |
Acquisitions - Summary of Acqui
Acquisitions - Summary of Acquisitions - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 |
Business Acquisition [Line Items] | |||
Goodwill associated with domestic acquisitions | $ 2,683,787 | $ 2,681,188 | |
Domestic Acquisitions in 2016 [Member] | |||
Business Acquisition [Line Items] | |||
Goodwill associated with domestic acquisitions | $ 31,500 |
Acquisitions - Summary of Acq47
Acquisitions - Summary of Acquisitions (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||
Goodwill | $ 2,683,787 | $ 2,681,188 |
2016 Acquisitions [Member] | ||
Business Acquisition [Line Items] | ||
Cash | 12,741 | |
Accounts receivable | 61,908 | |
Prepaid expenses and other current assets | 8,064 | |
Property and equipment | 1,633,556 | |
Goodwill | 775,218 | |
Intangible assets | 23,538 | |
Other assets | 8,909 | |
Total assets acquired | 2,523,934 | |
Accounts payable | 25,008 | |
Accrued salaries and benefits | 40,490 | |
Other accrued expenses | 48,685 | |
Deferred tax liabilities - noncurrent | 56,731 | |
Debt | 1,348,389 | |
Other liabilities | 91,553 | |
Total liabilities assumed | 1,610,856 | |
Net assets acquired | 913,078 | |
Other [Member] | 2016 Acquisitions [Member] | ||
Business Acquisition [Line Items] | ||
Cash | 2,488 | |
Accounts receivable | 4,076 | |
Prepaid expenses and other current assets | 143 | |
Property and equipment | 35,400 | |
Goodwill | 95,953 | |
Intangible assets | 338 | |
Other assets | 47 | |
Total assets acquired | 138,445 | |
Accounts payable | 805 | |
Accrued salaries and benefits | 902 | |
Other accrued expenses | 380 | |
Deferred tax liabilities - noncurrent | 269 | |
Other liabilities | 30,242 | |
Total liabilities assumed | 32,598 | |
Net assets acquired | 105,847 | |
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 | 1,598,156 | |
Goodwill | 679,265 | |
Intangible assets | 23,200 | |
Other assets | 8,862 | |
Total assets acquired | 2,385,489 | |
Accounts payable | 24,203 | |
Accrued salaries and benefits | 39,588 | |
Other accrued expenses | 48,305 | |
Deferred tax liabilities - noncurrent | 56,462 | |
Debt | 1,348,389 | |
Other liabilities | 61,311 | |
Total liabilities assumed | 1,578,258 | |
Net assets acquired | $ 807,231 |
Acquisitions - Transaction Rela
Acquisitions - Transaction Related Expenses as Incurred (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Business Combinations [Abstract] | ||
Legal, accounting and other costs | $ 2,455 | $ 11,448 |
Severance and contract termination costs | 1,664 | |
Advisory and financing commitment fees | 14,850 | |
Transaction-related expenses | $ 4,119 | $ 26,298 |
Other Intangible Assets - Other
Other Intangible Assets - Other Identifiable Intangible Assets and Related Accumulated Amortization (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Schedule Of Finite and Indefinite Lived Other Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, Gross Carrying Amount | $ 3,247 | $ 3,247 |
Intangible assets not subject to amortization, Gross Carrying Amount | 83,718 | 83,310 |
Total | 86,965 | 86,557 |
Intangible assets subject to amortization, Accumulated Amortization | (3,247) | (3,247) |
Intangible assets not subject to amortization, Accumulated Amortization | 0 | 0 |
Total | (3,247) | (3,247) |
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 | (2,100) | (2,100) |
Non-Compete Agreements [Member] | ||
Schedule Of Finite and Indefinite Lived Other Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, Gross Carrying Amount | 1,147 | 1,147 |
Intangible assets subject to amortization, Accumulated Amortization | (1,147) | (1,147) |
Licenses and Accreditations [Member] | ||
Schedule Of Finite and Indefinite Lived Other Intangible Assets [Line Items] | ||
Intangible assets not subject to amortization, Gross Carrying Amount | 12,233 | 12,228 |
Intangible assets not subject to amortization, Accumulated Amortization | 0 | 0 |
Trade Names [Member] | ||
Schedule Of Finite and Indefinite Lived Other Intangible Assets [Line Items] | ||
Intangible assets not subject to amortization, Gross Carrying Amount | 57,780 | 57,538 |
Intangible assets not subject to amortization, Accumulated Amortization | 0 | 0 |
Certificates of Need [Member] | ||
Schedule Of Finite and Indefinite Lived Other Intangible Assets [Line Items] | ||
Intangible assets not subject to amortization, Gross Carrying Amount | 13,705 | 13,544 |
Intangible assets not subject to amortization, Accumulated Amortization | $ 0 | $ 0 |
Other Intangible Assets - Addit
Other Intangible Assets - Additional Information (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Amortization expense | $ 0.1 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,997,622 | $ 2,918,284 |
Less accumulated depreciation | (248,084) | (214,589) |
Property and equipment, net | 2,749,538 | 2,703,695 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 417,369 | 411,331 |
Building and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,097,801 | 2,031,819 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 335,944 | 318,020 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 146,508 | $ 157,114 |
Long-Term Debt - Components of
Long-Term Debt - Components of Long-Term Debt (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 21, 2015 |
Debt Instrument [Line Items] | |||
Less: unamortized debt issuance costs, discount and premium | $ (57,606) | $ (59,816) | |
Long-term debt | 3,281,382 | 3,287,809 | |
Long-term debt | 3,281,382 | 3,287,809 | |
Less: current portion | (34,805) | (34,805) | |
Long-term debt | 3,246,577 | 3,253,004 | |
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 | 390,000 | |
Amended and Restated Senior Credit Facility [Member] | Senior Secured Term A Loans [Member] | |||
Debt Instrument [Line Items] | |||
Senior Secured | 395,000 | 400,000 | |
Amended and Restated Senior Credit Facility [Member] | Senior Secured Term B Loans [Member] | |||
Debt Instrument [Line Items] | |||
Senior Secured | 1,431,813 | 1,435,450 | |
9.0% and 9.5% Revenue Bonds [Member] | |||
Debt Instrument [Line Items] | |||
9.0% and 9.5% Revenue Bonds | $ 22,175 | $ 22,175 |
Long-Term Debt - Components o53
Long-Term Debt - Components of Long-Term Debt (Parenthetical) (Detail) | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2017 | Dec. 31, 2016 | 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% | 6.50% | ||||
Senior notes maturity year | 2,024 | 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) - USD ($) | Nov. 30, 2016 | Sep. 21, 2016 | Sep. 20, 2016 | May 26, 2016 | May 25, 2016 | Feb. 16, 2016 | Dec. 15, 2015 | Dec. 31, 2012 | Apr. 01, 2011 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Mar. 31, 2017 | Nov. 22, 2016 | Dec. 15, 2014 |
Debt Instrument [Line Items] | |||||||||||||||||
Line of Credit Facility, Expiration Date | Feb. 13, 2019 | ||||||||||||||||
Consolidated funded debt, unrestricted and unencumbered cash to consolidated EBITDA | $ 40,000,000 | ||||||||||||||||
Senior Secured Revolving Line of Credit [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of credit | $ 300,000,000 | ||||||||||||||||
Term Loan A- Facility [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of credit | 600,600,000 | ||||||||||||||||
Eurodollar [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Interest on borrowings | 2.75% | ||||||||||||||||
Base Rate Loans [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Interest on borrowings | 1.75% | ||||||||||||||||
Amended and Restated Senior Credit Facility [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Date entered into an agreement | Dec. 31, 2012 | Apr. 1, 2011 | |||||||||||||||
Additional term loans | $ 135,000,000 | ||||||||||||||||
Debt extinguishment costs | $ 800,000 | ||||||||||||||||
Line of Credit Facility, Expiration Date | Nov. 30, 2021 | ||||||||||||||||
Debt Instrument, Interest Rate, Decrease | 0.50% | ||||||||||||||||
Amount available under revolving line of credit | $ 493,400,000 | $ 493,400,000 | |||||||||||||||
Debt instrument maturity date | Nov. 30, 2021 | Feb. 11, 2022 | |||||||||||||||
Term loan repayments | $ 1,300,000 | ||||||||||||||||
Amended and Restated Senior Credit Facility [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Fair market value of real property | $ 5,000,000 | ||||||||||||||||
Amended and Restated Senior Credit Facility [Member] | Tranche B-1 Repricing Amendment [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Date entered into an agreement | May 26, 2016 | ||||||||||||||||
New incremental Term Loan B facility | $ 500,000,000 | ||||||||||||||||
Amended and Restated Senior Credit Facility [Member] | Tranche B-2 Repricing Amendment [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt extinguishment costs | $ 3,400,000 | ||||||||||||||||
Amended and Restated Senior Credit Facility [Member] | 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. | ||||||||||||||||
Amended and Restated Senior Credit Facility [Member] | 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 | ||||||||||||||||
Amended and Restated Senior Credit Facility [Member] | Senior Secured Revolving Line of Credit [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of credit | $ 500,000,000 | $ 300,000,000 | |||||||||||||||
Amended and Restated Senior Credit Facility [Member] | TLB Facility Due on February 16, 2023 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Term loan repayments | $ 2,400,000 | ||||||||||||||||
Amended and Restated Senior Credit Facility [Member] | Term Loan A- Facility [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of credit | $ 400,000,000 | ||||||||||||||||
Amended and Restated Senior Credit Facility [Member] | Standby Letters of Credit [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
New incremental Term Loan B facility | $ 6,600,000 | $ 6,600,000 | |||||||||||||||
Amended and Restated Senior Credit Facility [Member] | Eurodollar [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Basis spread on variable rate | 1.00% | ||||||||||||||||
Amended and Restated Senior Credit Facility [Member] | Eurodollar [Member] | Tranche B-1 Repricing Amendment [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Interest on borrowings | 3.00% | 3.50% | |||||||||||||||
Amended and Restated Senior Credit Facility [Member] | Eurodollar [Member] | Tranche B-2 Repricing Amendment [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Interest on borrowings | 3.00% | 3.75% | |||||||||||||||
Amended and Restated Senior Credit Facility [Member] | Base Rate Loans [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Basis spread on variable rate | 0.50% | ||||||||||||||||
Amended and Restated Senior Credit Facility [Member] | Base Rate Loans [Member] | Tranche B-1 Repricing Amendment [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Interest on borrowings | 2.00% | 2.50% | |||||||||||||||
Amended and Restated Senior Credit Facility [Member] | Base Rate Loans [Member] | Tranche B-2 Repricing Amendment [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Interest on borrowings | 2.00% | 2.75% | |||||||||||||||
Amended and Restated Senior Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Interest on borrowings | 2.75% | ||||||||||||||||
Amended and Restated Senior Credit Facility [Member] | March 31, 2017 to December 31, 2019 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Term loan principal repayments | $ 5,000,000 | ||||||||||||||||
Term loan repayments | $ 1,300,000 | ||||||||||||||||
Amended and Restated Senior Credit Facility [Member] | March 31, 2017 to December 31, 2019 [Member] | TLB Facility Due on February 16, 2023 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Term loan repayments | $ 2,400,000 | ||||||||||||||||
Amended and Restated Senior Credit Facility [Member] | September 30, 2015 to December 31, 2015 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Term loan repayments | $ 1,300,000 | ||||||||||||||||
Amended and Restated Senior Credit Facility [Member] | September 30, 2015 to December 31, 2015 [Member] | TLB Facility Due on February 16, 2023 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Term loan repayments | $ 2,400,000 | ||||||||||||||||
Amended and Restated Senior Credit Facility [Member] | March 31, 2020 to December 31, 2020 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Term loan principal repayments | 7,500,000 | ||||||||||||||||
Term loan repayments | $ 1,300,000 | ||||||||||||||||
Amended and Restated Senior Credit Facility [Member] | March 31, 2020 to December 31, 2020 [Member] | TLB Facility Due on February 16, 2023 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Term loan repayments | $ 2,400,000 | ||||||||||||||||
Amended and Restated Senior Credit Facility [Member] | March 31, 2021 to September 30, 2021 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Term loan principal repayments | $ 10,000,000 |
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 | Mar. 31, 2017 | Dec. 31, 2016 |
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 | Mar. 31, 2017 | Dec. 31, 2016 |
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 ($) | 3 Months Ended | |||
Mar. 31, 2017 | Dec. 31, 2016 | 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% |
Senior Notes | $ 650,000,000 | $ 650,000,000 | $ 650,000,000 | |
Debt instrument maturity date | Feb. 15, 2023 |
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 | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | |||
Issued Senior Notes | $ 390,000,000 | ||
Debt instrument interest rate | 6.50% | 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 | Mar. 31, 2017 | Dec. 31, 2016 |
9.0% and 9.5% Revenue Bonds [Member] | |||
Debt Instrument [Line Items] | |||
9.0% and 9.5% Revenue Bonds | $ 22,175 | $ 22,175 | |
9.0% and 9.5% Revenue Bonds [Member] | The Pavilion at HealthPark, LLC. | |||
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 [Member] | The Pavilion at HealthPark, LLC. | |||
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] | The Pavilion at HealthPark, LLC. | |||
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] | The Pavilion at HealthPark, LLC. | |||
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 - Additional Information
Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Feb. 16, 2016 | Jan. 12, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Mar. 03, 2016 | Dec. 31, 2015 |
Equity [Line Items] | |||||||
Common stock, number of shares proposed to be issued | 180,000,000 | 180,000,000 | 90,000,000 | ||||
Common stock offered | 11,500,000 | 86,916,624 | 86,688,199 | ||||
Common stock offer price | $ 61 | $ 0.01 | $ 0.01 | ||||
Underwriting discount amount | $ 15,800 | ||||||
Additional offering-related costs | 700 | ||||||
Net proceeds from sale of shares | $ 685,000 | $ 216,882 | |||||
Priory [Member] | |||||||
Equity [Line Items] | |||||||
Total consideration related to acquisition | $ 2,200,000 | ||||||
Business acquisition cash paid | $ 1,900,000 | ||||||
Shares issued for acquisition | 4,033,561 | ||||||
Maximum [Member] | Amendment [Member] | |||||||
Equity [Line Items] | |||||||
Common stock, number of shares proposed to be issued | 180,000,000 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Authorized common stock | 8,200,000 | |
Equity incentive plan available for future grant | 4,281,213 | |
Annual increments in employee grants | 25.00% | |
Stock options, contractual term | 10 years | |
Equity-based compensation expense | $ 7,396 | $ 6,956 |
Unrecognized compensation expense related to unvested options | $ 65,200 | |
Vesting period | 1 year 4 months 24 days | |
Deferred income tax benefit | $ 2,007 | 9,085 |
Stock Compensation Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Deferred income tax benefit | $ 2,900 | $ 2,800 |
Equity-Based Compensation - Sto
Equity-Based Compensation - Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Options outstanding, Beginning balance | 1,000,946 | 694,743 | |
Options granted | 197,400 | 503,850 | |
Options exercised | (11,350) | (57,397) | |
Options cancelled | (52,888) | (140,250) | |
Options outstanding, Ending balance | 1,134,108 | 1,000,946 | 694,743 |
Options outstanding, Weighted Average Exercise Price, Beginning balance | $ 49.42 | $ 42.87 | |
Options exercisable, Ending balance | 466,320 | 288,959 | |
Options granted, Weighted Average Exercise Price | $ 42.77 | $ 57.98 | |
Options exercised, Weighted Average Exercise Price | 20.50 | 31.92 | |
Options cancelled, Weighted Average Exercise Price | 54.87 | 57.13 | |
Options outstanding, Weighted Average Exercise Price, Ending balance | $ 48.08 | $ 49.42 | $ 42.87 |
Options outstanding, Aggregate Intrinsic Value, Beginning balance | $ 8,166 | $ 20,717 | |
Options exercisable, Weighted Average Exercise Price, Ending balance | $ 46.59 | $ 42.81 | |
Options granted, Aggregate Intrinsic Value | $ 78 | $ 297 | |
Options granted, Weighted Average Remaining Contractual Term | 9 years 11 months 16 days | 9 years 3 months 11 days | |
Options exercised, Aggregate Intrinsic Value | $ 228 | $ 1,530 | |
Options outstanding, Weighted Average Remaining Contractual Term | 8 years | 7 years 9 months 18 days | 7 years 8 months 12 days |
Options cancelled, Aggregate Intrinsic Value | $ 0 | $ 0 | |
Options exercisable, Weighted Average Remaining Contractual Term, Ending balance | 6 years 6 months 7 days | 6 years 2 months 19 days | |
Options outstanding, Aggregate Intrinsic Value, Ending balance | $ 4,402 | $ 8,166 | $ 20,717 |
Options exercisable, Aggregate Intrinsic Value, Ending balance | $ 4,298 | $ 6,111 |
Equity-Based Compensation - Res
Equity-Based Compensation - Restricted Stock Activity (Detail) - Restricted Stock Award [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested, Number of Shares/Units, Beginning balance | 844,419 | 944,562 |
Granted, Number of Shares | 285,008 | 387,347 |
Cancelled, Number of Shares | (34,026) | (122,178) |
Vested, Number of Shares | (199,764) | (365,312) |
Unvested, Number of Shares/Units, Ending balance | 895,637 | 844,419 |
Unvested, Weighted Average Grant-Date Fair Value, Beginning balance | $ 55.76 | $ 52.74 |
Granted, Weighted Average Grant-Date Fair Value | 42.98 | 55.38 |
Cancelled, Weighted Average Grant-Date Fair Value | 59.89 | 57.02 |
Vested, Weighted Average Grant-Date Fair Value | 53.82 | 47.18 |
Unvested, Weighted Average Grant-Date Fair Value, Ending balance | $ 51.97 | $ 55.76 |
Equity-Based Compensation - R64
Equity-Based Compensation - Restricted Stock Unit Activity (Detail) - Restricted Stock Units [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested, Number of Shares/Units, Beginning balance | 273,599 | 218,084 |
Granted, Number of Units | 219,840 | 230,750 |
Cancelled, Number of Units | 0 | 0 |
Vested, Number of Units | (132,530) | (175,235) |
Unvested, Number of Shares/Units, Ending balance | 360,909 | 273,599 |
Unvested, Weighted Average Grant-Date Fair Value, Beginning balance | $ 59.68 | $ 56.97 |
Granted, Weighted Average Grant-Date Fair Value | 43.23 | 56.95 |
Cancelled, Weighted Average Grant-Date Fair Value | 0 | 0 |
Vested, Weighted Average Grant-Date Fair Value | 58.67 | 52.71 |
Unvested, Weighted Average Grant-Date Fair Value, Ending balance | $ 50.04 | $ 59.68 |
Equity-Based Compensation - Sch
Equity-Based Compensation - Schedule of Stock Options Valuation Assumptions (Detail) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Weighted average grant-date fair value of options | $ 14.57 | $ 18.96 |
Risk-free interest rate | 2.00% | 1.40% |
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) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Tax Examination [Line Items] | ||
Increase in income tax provision due to adoption of ASU 2016-09 | $ 1.7 | |
Percentage increase in income tax provision due to adoption of ASU 2016-09 | 3.60% | |
Effective tax rates | 28.30% | 21.90% |
Prior Period [Member] | ||
Income Tax Examination [Line Items] | ||
Adjustment for prior period excess tax benefits | $ 8.6 |
Derivatives - Additional Inform
Derivatives - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | ||||||
May 31, 2016USD ($) | May 31, 2016GBP (£) | Mar. 31, 2016USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016 | May 31, 2016GBP (£) | Jul. 01, 2014USD ($) | Mar. 12, 2013USD ($) | |
Derivative [Line Items] | ||||||||
Cross currency swap assets | $ 59,300,000 | |||||||
Prior Period [Member] | ||||||||
Derivative [Line Items] | ||||||||
Gains associated with foreign currency forward contracts | $ 400,000 | |||||||
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% | |||||
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% | |||||
5.625 % Senior Notes Due 2021 [Member] | ||||||||
Derivative [Line Items] | ||||||||
Debt instrument interest rate | 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 | 1.45 | 1.45 | ||||||
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 and Contingent Consideration Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative instruments | $ 59,257 | $ 73,509 |
Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative instruments | 59,257 | 73,509 |
Contingent consideration liabilities | 107 | |
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 | 1,792,800 | 1,799,993 |
Fair Value [Member] | 6.125% Senior Notes Due 2021 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes | 151,024 | 152,186 |
Fair Value [Member] | 5.125% Senior Notes Due 2022 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes | 298,578 | 293,595 |
Fair Value [Member] | 5.625% Senior Notes Due 2023 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes | 663,725 | 640,574 |
Fair Value [Member] | 6.500% Senior Notes due 2024 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes | 401,536 | 389,847 |
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 | 22,855 | 22,959 |
Carrying Amount [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative instruments | 59,257 | 73,509 |
Contingent consideration liabilities | 107 | |
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 | 1,792,800 | 1,799,993 |
Carrying Amount [Member] | 6.125% Senior Notes Due 2021 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes | 147,701 | 147,574 |
Carrying Amount [Member] | 5.125% Senior Notes Due 2022 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes | 295,622 | 295,442 |
Carrying Amount [Member] | 5.625% Senior Notes Due 2023 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes | 640,896 | 640,574 |
Carrying Amount [Member] | 6.500% Senior Notes due 2024 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior Notes | 381,507 | 381,268 |
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 | $ 22,855 | $ 22,959 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | Mar. 31, 2017 | Dec. 31, 2016 | Feb. 16, 2016 | 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% | ||
5.125% Senior Notes Due 2022 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument interest rate | 5.125% | 5.125% | 5.125% | ||
5.625 % Senior Notes Due 2021 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument interest rate | 5.625% | ||||
6.500% Senior Notes Due 2024 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument interest rate | 6.50% | 6.50% | 6.50% | ||
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% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 7 Months Ended |
Mar. 31, 2017USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Maximum professional liability aggregate policy limit | $ 52,000,000 |
Maximum professional liability aggregate retention level | 2,000,000 |
Maximum professional liability risks reinsured in excess of retention level | $ 50,000,000 |
Noncontrolling Interests - Addi
Noncontrolling Interests - Additional Information (Detail) - Tennessee [Member] - Crestwyn [Member] $ in Millions | May 02, 2016USD ($)Partner |
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 |
Partner One [Member] | |
Noncontrolling Interest [Line Items] | |
Percentage of noncontrolling interests in the facility | 20.00% |
Partner Two [Member] | |
Noncontrolling Interest [Line Items] | |
Percentage of noncontrolling interests in the facility | 20.00% |
Current Assets - Other Current
Current Assets - Other Current Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Other receivables | $ 45,766 | $ 44,975 |
Prepaid expenses | 28,423 | 27,455 |
Workers' compensation deposits - current portion | 10,000 | 10,000 |
Income taxes receivable | 7,182 | 11,714 |
Insurance receivable-current portion | 6,472 | 6,472 |
Inventory | 4,723 | 4,633 |
Other | 2,271 | 2,288 |
Other current assets | $ 104,837 | $ 107,537 |
Other Accrued Liabilities - Sum
Other Accrued Liabilities - Summary of Other Accrued Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Accounts Payable and Accrued Liabilities, Current [Abstract] | ||
Accrued expenses | $ 41,887 | $ 37,323 |
Unearned income | 22,260 | 28,805 |
Accrued interest | 12,350 | 33,616 |
Insurance liability - current portion | 11,672 | 11,672 |
Income taxes payable | 7,542 | 527 |
Accrued property taxes | 2,658 | 2,732 |
Other | 7,677 | 8,283 |
Other accrued liabilities | $ 106,046 | $ 122,958 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2017BedsStateFacilities | |
Segment Reporting Information [Line Items] | |
Number of facilities | Facilities | 575 |
Number of beds | Beds | 17,200 |
Number of operating states | State | 39 |
U.S. Facilities [Member] | |
Segment Reporting Information [Line Items] | |
Number of facilities | Facilities | 208 |
Number of beds | Beds | 8,500 |
Number of operating states | State | 39 |
U.K. Facilities [Member] | |
Segment Reporting Information [Line Items] | |
Number of facilities | Facilities | 367 |
Number of beds | Beds | 8,700 |
Segment Information - Summary o
Segment Information - Summary of Reconciliation of Segment EBITDA to Income Before Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 679,194 | $ 616,813 |
Segment EBITDA | 136,369 | 131,012 |
Equity-based compensation expense | (7,396) | (6,956) |
Gain on foreign currency derivatives | 410 | |
Transaction-related expenses | (4,119) | (26,298) |
Interest expense, net | (42,757) | (37,714) |
Depreciation and amortization | (33,613) | (27,975) |
Income before income taxes | 48,484 | 32,479 |
U.S. Facilities [Member] | Operating Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 440,223 | 408,264 |
Segment EBITDA | 112,145 | 106,840 |
U.K. Facilities [Member] | Operating Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 238,971 | 206,975 |
Segment EBITDA | 44,186 | 44,931 |
Corporate and Other [Member] | Corporate Reconciling Items and Eliminations [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 1,574 | |
Segment EBITDA | $ (19,962) | $ (20,759) |
Segment Information - Summary76
Segment Information - Summary of Financial Information by Operating Segment, Goodwill (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Goodwill: | |
Beginning balance | $ 2,681,188 |
Foreign currency translation gain | 8,782 |
Ending balance | 2,683,787 |
Prior Year [Member] | |
Goodwill: | |
Prior year purchase price adjustments | (6,183) |
U.S. Facilities [Member] | Operating Segment [Member] | |
Goodwill: | |
Beginning balance | 2,041,795 |
Ending balance | 2,042,495 |
U.S. Facilities [Member] | Operating Segment [Member] | Prior Year [Member] | |
Goodwill: | |
Prior year purchase price adjustments | 700 |
U.K. Facilities [Member] | Operating Segment [Member] | |
Goodwill: | |
Beginning balance | 639,393 |
Foreign currency translation gain | 8,782 |
Ending balance | 641,292 |
U.K. Facilities [Member] | Operating Segment [Member] | Prior Year [Member] | |
Goodwill: | |
Prior year purchase price adjustments | $ (6,883) |
Segment Information - Summary77
Segment Information - Summary of Financial Information by Operating Segment, Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Assets: | ||
Assets | $ 6,065,790 | $ 6,024,726 |
U.S. Facilities [Member] | Operating Segment [Member] | ||
Assets: | ||
Assets | 3,417,655 | 3,382,167 |
U.K. Facilities [Member] | Operating Segment [Member] | ||
Assets: | ||
Assets | 2,465,671 | 2,441,018 |
Corporate and Other [Member] | Corporate Reconciling Items and Eliminations [Member] | ||
Assets: | ||
Assets | $ 182,464 | $ 201,541 |
Segment Information - Summary78
Segment Information - Summary of Financial Information by Operating Segment, Assets (Parenthetical) (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Property and equipment, net | $ 2,749,538 | $ 2,703,695 |
Operating Segment [Member] | U.S. Facilities [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Property and equipment, net | 1,000 | 1,000,000 |
Operating Segment [Member] | U.K. Facilities [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Property and equipment, net | 1,700,000 | 1,700,000 |
Corporate Reconciling Items and Eliminations [Member] | Corporate and Other [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Property and equipment, net | $ 35,100 | $ 27,100 |
Accumulated Other Comprehensi79
Accumulated Other Comprehensive Loss - Components Of Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance | $ 2,167,724 | |
Foreign currency translation gain | 27,046 | $ (48,415) |
Loss on derivative instruments, net of tax of $(5.6) million | (5,868) | |
Balance | 2,235,933 | |
Foreign Currency Translation Adjustments [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance | (584,081) | |
Foreign currency translation gain | 27,046 | |
Balance | (557,035) | |
Change in Fair Value of Derivative Instruments [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance | 40,598 | |
Loss on derivative instruments, net of tax of $(5.6) million | (5,868) | |
Balance | 34,730 | |
Pension Plan [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance | (6,087) | |
Balance | (6,087) | |
Accumulated Other Comprehensive Loss [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance | (549,570) | |
Foreign currency translation gain | 27,046 | |
Loss on derivative instruments, net of tax of $(5.6) million | (5,868) | |
Balance | $ (528,392) |
Accumulated Other Comprehensi80
Accumulated Other Comprehensive Loss - Components Of Accumulated Other Comprehensive Loss (Parenthetical) (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Loss on derivative instruments, tax | $ (5.6) | $ 0 |
Accumulated Other Comprehensive Loss [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Loss on derivative instruments, tax | $ (5.6) |
Financial Information for the81
Financial Information for the Company and Its Subsidiaries - Additional Information (Detail) | Mar. 31, 2017 | Dec. 31, 2016 | Feb. 16, 2016 | 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% | 6.50% |
Financial Information for the82
Financial Information for the Company and Its Subsidiaries - Summary of Condensed Consolidating Balance Sheets (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||||
Cash and cash equivalents | $ 43,087 | $ 57,063 | $ 36,582 | $ 11,215 |
Accounts receivable, net | 276,089 | 263,327 | ||
Other current assets | 104,837 | 107,537 | ||
Total current assets | 424,013 | 427,927 | ||
Property and equipment, net | 2,749,538 | 2,703,695 | ||
Goodwill | 2,683,787 | 2,681,188 | ||
Intangible assets, net | 83,718 | 83,310 | ||
Deferred tax assets - noncurrent | 3,750 | 3,780 | ||
Derivative instruments | 59,257 | 73,509 | ||
Other assets | 61,727 | 51,317 | ||
Total assets | 6,065,790 | 6,024,726 | ||
Current liabilities: | ||||
Current portion of long-term debt | 34,805 | 34,805 | ||
Accounts payable | 92,673 | 80,034 | ||
Accrued salaries and benefits | 102,333 | 105,068 | ||
Other accrued liabilities | 106,046 | 122,958 | ||
Total current liabilities | 335,857 | 342,865 | ||
Long-term debt | 3,246,577 | 3,253,004 | ||
Deferred tax liabilities - noncurrent | 63,858 | 78,520 | ||
Other liabilities | 165,995 | 164,859 | ||
Total liabilities | 3,812,287 | 3,839,248 | ||
Redeemable noncontrolling interests | 17,570 | 17,754 | ||
Total equity | 2,235,933 | 2,167,724 | ||
Total liabilities and equity | 6,065,790 | 6,024,726 | ||
Consolidating Adjustments [Member] | ||||
Current assets: | ||||
Deferred tax assets - noncurrent | (14,490) | (14,348) | ||
Investment in subsidiaries | (4,942,294) | (4,885,865) | ||
Other assets | (487,411) | (489,646) | ||
Total assets | (5,444,195) | (5,389,859) | ||
Current liabilities: | ||||
Long-term debt | (487,411) | (489,646) | ||
Deferred tax liabilities - noncurrent | (14,490) | (14,348) | ||
Total liabilities | (501,901) | (503,994) | ||
Total equity | (4,942,294) | (4,885,865) | ||
Total liabilities and equity | (5,444,195) | (5,389,859) | ||
Parent [Member] | ||||
Current assets: | ||||
Deferred tax assets - noncurrent | 13,692 | 13,522 | ||
Derivative instruments | 59,257 | 73,509 | ||
Investment in subsidiaries | 4,942,294 | 4,885,865 | ||
Other assets | 490,873 | 493,294 | ||
Total assets | 5,506,116 | 5,466,190 | ||
Current liabilities: | ||||
Current portion of long-term debt | 34,550 | 34,550 | ||
Other accrued liabilities | 11,656 | 33,616 | ||
Total current liabilities | 46,206 | 68,166 | ||
Long-term debt | 3,223,977 | 3,230,300 | ||
Total liabilities | 3,270,183 | 3,298,466 | ||
Total equity | 2,235,933 | 2,167,724 | ||
Total liabilities and equity | 5,506,116 | 5,466,190 | ||
Combined Subsidiary Guarantors [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 2,929 | 15,681 | 17,069 | 1,987 |
Accounts receivable, net | 219,325 | 209,124 | ||
Other current assets | 59,283 | 61,724 | ||
Total current assets | 281,537 | 286,529 | ||
Property and equipment, net | 964,605 | 940,880 | ||
Goodwill | 1,935,960 | 1,935,260 | ||
Intangible assets, net | 56,837 | 56,676 | ||
Other assets | 49,539 | 40,480 | ||
Total assets | 3,288,478 | 3,259,825 | ||
Current liabilities: | ||||
Accounts payable | 66,085 | 49,205 | ||
Accrued salaries and benefits | 71,053 | 72,835 | ||
Other accrued liabilities | 24,319 | 24,375 | ||
Total current liabilities | 161,457 | 146,415 | ||
Deferred tax liabilities - noncurrent | 28,435 | 40,574 | ||
Other liabilities | 103,897 | 101,938 | ||
Total liabilities | 293,789 | 288,927 | ||
Total equity | 2,994,689 | 2,970,898 | ||
Total liabilities and equity | 3,288,478 | 3,259,825 | ||
Combined Non-Guarantors [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 40,158 | 41,382 | $ 19,513 | $ 9,228 |
Accounts receivable, net | 56,764 | 54,203 | ||
Other current assets | 45,554 | 45,813 | ||
Total current assets | 142,476 | 141,398 | ||
Property and equipment, net | 1,784,933 | 1,762,815 | ||
Goodwill | 747,827 | 745,928 | ||
Intangible assets, net | 26,881 | 26,634 | ||
Deferred tax assets - noncurrent | 4,548 | 4,606 | ||
Other assets | 8,726 | 7,189 | ||
Total assets | 2,715,391 | 2,688,570 | ||
Current liabilities: | ||||
Current portion of long-term debt | 255 | 255 | ||
Accounts payable | 26,588 | 30,829 | ||
Accrued salaries and benefits | 31,280 | 32,233 | ||
Other accrued liabilities | 70,071 | 64,967 | ||
Total current liabilities | 128,194 | 128,284 | ||
Long-term debt | 510,011 | 512,350 | ||
Deferred tax liabilities - noncurrent | 49,913 | 52,294 | ||
Other liabilities | 62,098 | 62,921 | ||
Total liabilities | 750,216 | 755,849 | ||
Redeemable noncontrolling interests | 17,570 | 17,754 | ||
Total equity | 1,947,605 | 1,914,967 | ||
Total liabilities and equity | $ 2,715,391 | $ 2,688,570 |
Financial Information for the83
Financial Information for the Company and Its Subsidiaries - Summary of Condensed Consolidating Statement of Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Condensed Financial Statements, Captions [Line Items] | ||
Revenue before provision for doubtful accounts | $ 689,341 | $ 627,183 |
Provision for doubtful accounts | (10,147) | (10,370) |
Revenue | 679,194 | 616,813 |
Salaries, wages and benefits | 376,421 | 341,028 |
Professional fees | 43,409 | 39,991 |
Supplies | 27,709 | 26,685 |
Rents and leases | 18,971 | 14,806 |
Other operating expenses | 83,711 | 70,247 |
Depreciation and amortization | 33,613 | 27,975 |
Interest expense, net | 42,757 | 37,714 |
Gain on foreign currency derivatives | (410) | |
Transaction-related expenses | 4,119 | 26,298 |
Total expenses | 630,710 | 584,334 |
(Loss) income before income taxes | 48,484 | 32,479 |
(Benefit from) provision for income taxes | 13,711 | 7,110 |
Net income | 34,773 | 25,369 |
Net loss attributable to noncontrolling interests | 185 | 319 |
Net income (loss) attributable to Acadia Healthcare Company, Inc. | 34,958 | 25,688 |
Other comprehensive income (loss): | ||
Foreign currency translation gain (loss) | 27,046 | (48,415) |
Loss on derivative instruments | (5,868) | |
Other comprehensive income (loss) | 21,178 | (48,415) |
Comprehensive income (loss) attributable to Acadia Healthcare Company, Inc. | 56,136 | (22,727) |
Consolidating Adjustments [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Equity in earnings of subsidiaries | (46,553) | (40,869) |
Net income | (46,553) | (40,869) |
Net income (loss) attributable to Acadia Healthcare Company, Inc. | (46,553) | (40,869) |
Other comprehensive income (loss): | ||
Comprehensive income (loss) attributable to Acadia Healthcare Company, Inc. | (46,553) | (40,869) |
Parent [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Salaries, wages and benefits | 7,396 | 6,956 |
Interest expense, net | 15,368 | 13,433 |
Gain on foreign currency derivatives | (410) | |
Total expenses | 22,764 | 19,979 |
(Loss) income before income taxes | (22,764) | (19,979) |
Equity in earnings of subsidiaries | 46,553 | 40,869 |
(Benefit from) provision for income taxes | (10,984) | (4,479) |
Net income | 34,773 | 25,369 |
Net income (loss) attributable to Acadia Healthcare Company, Inc. | 34,773 | 25,369 |
Other comprehensive income (loss): | ||
Loss on derivative instruments | (5,868) | |
Other comprehensive income (loss) | (5,868) | |
Comprehensive income (loss) attributable to Acadia Healthcare Company, Inc. | 28,905 | 25,369 |
Combined Subsidiary Guarantors [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Revenue before provision for doubtful accounts | 426,796 | 402,934 |
Provision for doubtful accounts | (9,214) | (9,342) |
Revenue | 417,582 | 393,592 |
Salaries, wages and benefits | 224,430 | 211,033 |
Professional fees | 22,074 | 22,677 |
Supplies | 18,609 | 18,462 |
Rents and leases | 8,511 | 8,577 |
Other operating expenses | 55,031 | 48,849 |
Depreciation and amortization | 15,551 | 12,751 |
Interest expense, net | 18,485 | 16,093 |
Transaction-related expenses | 1,438 | 21,435 |
Total expenses | 364,129 | 359,877 |
(Loss) income before income taxes | 53,453 | 33,715 |
(Benefit from) provision for income taxes | 21,070 | 7,407 |
Net income | 32,383 | 26,308 |
Net income (loss) attributable to Acadia Healthcare Company, Inc. | 32,383 | 26,308 |
Other comprehensive income (loss): | ||
Comprehensive income (loss) attributable to Acadia Healthcare Company, Inc. | 32,383 | 26,308 |
Combined Non-Guarantors [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Revenue before provision for doubtful accounts | 262,545 | 224,249 |
Provision for doubtful accounts | (933) | (1,028) |
Revenue | 261,612 | 223,221 |
Salaries, wages and benefits | 144,595 | 123,039 |
Professional fees | 21,335 | 17,314 |
Supplies | 9,100 | 8,223 |
Rents and leases | 10,460 | 6,229 |
Other operating expenses | 28,680 | 21,398 |
Depreciation and amortization | 18,062 | 15,224 |
Interest expense, net | 8,904 | 8,188 |
Transaction-related expenses | 2,681 | 4,863 |
Total expenses | 243,817 | 204,478 |
(Loss) income before income taxes | 17,795 | 18,743 |
(Benefit from) provision for income taxes | 3,625 | 4,182 |
Net income | 14,170 | 14,561 |
Net loss attributable to noncontrolling interests | 185 | 319 |
Net income (loss) attributable to Acadia Healthcare Company, Inc. | 14,355 | 14,880 |
Other comprehensive income (loss): | ||
Foreign currency translation gain (loss) | 27,046 | (48,415) |
Other comprehensive income (loss) | 27,046 | (48,415) |
Comprehensive income (loss) attributable to Acadia Healthcare Company, Inc. | $ 41,401 | $ (33,535) |
Financial Information for the84
Financial Information for the Company and Its Subsidiaries - Summary of Condensed Consolidating Statement of Cash Flows (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Operating activities: | ||
Net income (loss) | $ 34,773 | $ 25,369 |
Adjustments to reconcile net income (loss) to net cash (used in) provided by continuing operating activities: | ||
Depreciation and amortization | 33,613 | 27,975 |
Amortization of debt issuance costs | 2,396 | 2,147 |
Equity-based compensation expense | 7,396 | 6,956 |
Deferred income tax (benefit) expense | 2,007 | 9,085 |
Gain on foreign currency derivatives | (410) | |
Other | 3,825 | 882 |
Change in operating assets and liabilities, net of effect of acquisitions: | ||
Accounts receivable, net | (12,459) | (3,749) |
Other current assets | 5,886 | (8,075) |
Other assets | (1,710) | (2,402) |
Accounts payable and other accrued liabilities | (16,993) | 7,498 |
Accrued salaries and benefits | (3,437) | (6,347) |
Other liabilities | 2,142 | 354 |
Net cash (used in) provided by continuing operating activities | 57,439 | 59,283 |
Net cash used in discontinued operating activities | (425) | (619) |
Net cash (used in) provided by operating activities | 57,014 | 58,664 |
Investing activities: | ||
Cash paid for acquisitions, net of cash acquired | (580,096) | |
Cash paid for capital expenditures | (50,549) | (90,089) |
Cash paid for real estate acquisitions | (2,495) | (14,799) |
Settlement of foreign currency derivatives | 745 | |
Other | (5,051) | (1,208) |
Net cash used in investing activities | (58,095) | (685,447) |
Financing activities: | ||
Borrowings on long-term debt | 1,480,000 | |
Borrowings on revolving credit facility | 58,000 | |
Principal payments on revolving credit facility | (166,000) | |
Principal payments on long-term debt | (8,638) | (13,669) |
Repayment of assumed debt | (1,348,389) | |
Payment of debt issuance costs | (34,167) | |
Issuance of common stock | 685,097 | |
Common stock withheld for minimum statutory taxes, net | (4,234) | (6,679) |
Other | (865) | (224) |
Net cash (used in) provided by financing activities | (13,737) | 653,969 |
Effect of exchange rate changes on cash | 842 | (1,819) |
Net (decrease) increase in cash and cash equivalents | (13,976) | 25,367 |
Cash and cash equivalents at beginning of the period | 57,063 | 11,215 |
Cash and cash equivalents at end of the period | 43,087 | 36,582 |
Consolidating Adjustments [Member] | ||
Operating activities: | ||
Net income (loss) | (46,553) | (40,869) |
Adjustments to reconcile net income (loss) to net cash (used in) provided by continuing operating activities: | ||
Equity in earnings of subsidiaries | 46,553 | 40,869 |
Change in operating assets and liabilities, net of effect of acquisitions: | ||
Other assets | (2,927) | |
Net cash (used in) provided by continuing operating activities | (2,927) | |
Net cash (used in) provided by operating activities | (2,927) | |
Financing activities: | ||
Principal payments on long-term debt | 2,927 | |
Net cash (used in) provided by financing activities | 2,927 | |
Parent [Member] | ||
Operating activities: | ||
Net income (loss) | 34,773 | 25,369 |
Adjustments to reconcile net income (loss) to net cash (used in) provided by continuing operating activities: | ||
Equity in earnings of subsidiaries | (46,553) | (40,869) |
Amortization of debt issuance costs | 2,500 | 2,254 |
Equity-based compensation expense | 7,396 | 6,956 |
Deferred income tax (benefit) expense | (171) | |
Gain on foreign currency derivatives | (410) | |
Other | 2,732 | |
Change in operating assets and liabilities, net of effect of acquisitions: | ||
Other assets | 2,927 | |
Net cash (used in) provided by continuing operating activities | 3,604 | (6,700) |
Net cash (used in) provided by operating activities | 3,604 | (6,700) |
Financing activities: | ||
Borrowings on long-term debt | 1,480,000 | |
Borrowings on revolving credit facility | 58,000 | |
Principal payments on revolving credit facility | (166,000) | |
Principal payments on long-term debt | (8,638) | (13,669) |
Repayment of assumed debt | (1,348,389) | |
Payment of debt issuance costs | (34,167) | |
Issuance of common stock | 685,097 | |
Common stock withheld for minimum statutory taxes, net | (4,234) | (6,679) |
Cash (used in) provided by intercompany activity | 9,268 | (647,493) |
Net cash (used in) provided by financing activities | (3,604) | 6,700 |
Combined Subsidiary Guarantors [Member] | ||
Operating activities: | ||
Net income (loss) | 32,383 | 26,308 |
Adjustments to reconcile net income (loss) to net cash (used in) provided by continuing operating activities: | ||
Depreciation and amortization | 15,551 | 12,751 |
Deferred income tax (benefit) expense | 2,754 | 8,846 |
Other | 506 | 896 |
Change in operating assets and liabilities, net of effect of acquisitions: | ||
Accounts receivable, net | (10,412) | (13,560) |
Other current assets | 5,097 | (3,596) |
Other assets | (1,778) | (1,992) |
Accounts payable and other accrued liabilities | (9,224) | 7,564 |
Accrued salaries and benefits | (1,961) | 6,388 |
Other liabilities | (304) | 4,416 |
Net cash (used in) provided by continuing operating activities | 32,612 | 48,021 |
Net cash used in discontinued operating activities | (425) | (619) |
Net cash (used in) provided by operating activities | 32,187 | 47,402 |
Investing activities: | ||
Cash paid for capital expenditures | (30,018) | (64,272) |
Cash paid for real estate acquisitions | (2,495) | (2,998) |
Settlement of foreign currency derivatives | 745 | |
Other | (6,531) | (1,208) |
Net cash used in investing activities | (39,044) | (67,733) |
Financing activities: | ||
Other | (865) | (224) |
Cash (used in) provided by intercompany activity | (5,030) | 35,637 |
Net cash (used in) provided by financing activities | (5,895) | 35,413 |
Net (decrease) increase in cash and cash equivalents | (12,752) | 15,082 |
Cash and cash equivalents at beginning of the period | 15,681 | 1,987 |
Cash and cash equivalents at end of the period | 2,929 | 17,069 |
Combined Non-Guarantors [Member] | ||
Operating activities: | ||
Net income (loss) | 14,170 | 14,561 |
Adjustments to reconcile net income (loss) to net cash (used in) provided by continuing operating activities: | ||
Depreciation and amortization | 18,062 | 15,224 |
Amortization of debt issuance costs | (104) | (107) |
Deferred income tax (benefit) expense | (576) | 239 |
Other | 587 | (14) |
Change in operating assets and liabilities, net of effect of acquisitions: | ||
Accounts receivable, net | (2,047) | 9,811 |
Other current assets | 789 | (4,479) |
Other assets | 68 | (410) |
Accounts payable and other accrued liabilities | (7,769) | (66) |
Accrued salaries and benefits | (1,476) | (12,735) |
Other liabilities | 2,446 | (4,062) |
Net cash (used in) provided by continuing operating activities | 24,150 | 17,962 |
Net cash (used in) provided by operating activities | 24,150 | 17,962 |
Investing activities: | ||
Cash paid for acquisitions, net of cash acquired | (580,096) | |
Cash paid for capital expenditures | (20,531) | (25,817) |
Cash paid for real estate acquisitions | (11,801) | |
Other | 1,480 | |
Net cash used in investing activities | (19,051) | (617,714) |
Financing activities: | ||
Principal payments on long-term debt | (2,927) | |
Cash (used in) provided by intercompany activity | (4,238) | 611,856 |
Net cash (used in) provided by financing activities | (7,165) | 611,856 |
Effect of exchange rate changes on cash | 842 | (1,819) |
Net (decrease) increase in cash and cash equivalents | (1,224) | 10,285 |
Cash and cash equivalents at beginning of the period | 41,382 | 9,228 |
Cash and cash equivalents at end of the period | $ 40,158 | $ 19,513 |