Financial Information for the Company and Its Subsidiaries | 18. Financial Information for the Company and Its Subsidiaries The Company conducts substantially all of its business through its subsidiaries. The 6.125% Senior Notes, 5.125% Senior Notes, 5.625% Senior Notes and 6.500% Senior Notes are jointly and severally guaranteed on an unsecured senior basis by all of the Company’s subsidiaries that guarantee the Company’s obligations under the Amended and Restated Senior Credit Facility. Presented below is condensed consolidating financial information for the Company and its subsidiaries at March 31, 2018 and December 31, 2017, and for the three months ended March 31, 2018 and 2017. 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, 2018 (In thousands) Parent Combined Combined Consolidating Total Current assets: Cash and cash equivalents $ — $ 25,212 $ 32,596 $ — $ 57,808 Accounts receivable, net — 251,938 73,210 — 325,148 Other current assets — 93,378 27,559 — 120,937 Total current assets — 370,528 133,365 — 503,893 Property and equipment, net — 1,113,401 2,038,128 — 3,151,529 Goodwill — 1,936,057 843,344 — 2,779,401 Intangible assets, net — 58,285 32,751 — 91,036 Deferred tax assets 1,427 — 3,698 (1,427 ) 3,698 Investment in subsidiaries 5,590,670 — — (5,590,670 ) — Other assets 355,984 44,507 7,453 (352,772 ) 55,172 Total assets $ 5,948,081 $ 3,522,778 $ 3,058,739 $ (5,944,869 ) $ 6,584,729 Current liabilities: Current portion of long-term debt $ 33,550 $ — $ 280 $ — $ 33,830 Accounts payable — 78,622 43,808 — 122,430 Accrued salaries and benefits — 74,265 30,643 — 104,908 Other accrued liabilities 11,572 29,302 87,599 — 128,473 Total current liabilities 45,122 182,189 162,330 — 389,641 Long-term debt 3,186,180 — 374,680 (352,772 ) 3,208,088 Deferred tax liabilities — 21,772 56,585 (1,427 ) 76,930 Derivative instrument liabilities 15,160 — — — 15,160 Other liabilities — 103,280 65,353 — 168,633 Total liabilities 3,246,462 307,241 658,948 (354,199 ) 3,858,452 Redeemable noncontrolling interests — — 24,658 — 24,658 Total equity 2,701,619 3,215,537 2,375,133 (5,590,670 ) 2,701,619 Total liabilities and equity $ 5,948,081 $ 3,522,778 $ 3,058,739 $ (5,944,869 ) $ 6,584,729 Acadia Healthcare Company, Inc. Condensed Consolidating Balance Sheets December 31, 2017 (In thousands) Parent Combined Combined Consolidating Total Current assets: Cash and cash equivalents $ — $ 46,860 $ 20,430 $ — $ 67,290 Accounts receivable, net — 230,890 66,035 — 296,925 Other current assets — 85,746 21,589 — 107,335 Total current assets — 363,496 108,054 — 471,550 Property and equipment, net — 1,086,802 1,961,328 — 3,048,130 Goodwill — 1,936,057 815,117 — 2,751,174 Intangible assets, net — 57,628 29,720 — 87,348 Deferred tax assets 2,370 — 3,731 (2,370 ) 3,731 Derivative instruments assets 12,997 — — — 12,997 Investment in subsidiaries 5,429,386 — — (5,429,386 ) — Other assets 381,913 38,860 7,807 (379,008 ) 49,572 Total assets $ 5,826,666 $ 3,482,843 $ 2,925,757 $ (5,810,764 ) $ 6,424,502 Current liabilities: Current portion of long-term debt $ 34,550 $ — $ 280 $ — $ 34,830 Accounts payable — 70,767 31,532 — 102,299 Accrued salaries and benefits — 69,057 29,990 — 99,047 Other accrued liabilities 36,196 27,676 77,341 — 141,213 Total current liabilities 70,746 167,500 139,143 — 377,389 Long-term debt 3,183,049 — 401,017 (379,008 ) 3,205,058 Deferred tax liabilities — 27,975 54,728 (2,370 ) 80,333 Other liabilities — 103,112 63,322 — 166,434 Total liabilities 3,253,795 298,587 658,210 (381,378 ) 3,829,214 Redeemable noncontrolling interests — — 22,417 — 22,417 Total equity 2,572,871 3,184,256 2,245,130 (5,429,386 ) 2,572,871 Total liabilities and equity $ 5,826,666 $ 3,482,843 $ 2,925,757 $ (5,810,764 ) $ 6,424,502 Acadia Healthcare Company, Inc. Condensed Consolidating Statement of Comprehensive Income (Loss) Three Months Ended March 31, 2018 (In thousands) Parent Combined Combined Consolidating Total Revenue $ — $ 435,625 $ 306,616 $ — $ 742,241 Salaries, wages and benefits 6,919 239,052 165,557 — 411,528 Professional fees — 24,271 29,747 — 54,018 Supplies — 18,712 10,652 — 29,364 Rents and leases — 8,239 12,049 — 20,288 Other operating expenses — 56,170 32,061 — 88,231 Depreciation and amortization — 18,172 21,601 — 39,773 Interest expense, net 14,617 23,584 7,042 — 45,243 Debt extinguishment costs 940 — — — 940 Transaction-related expenses — 4,009 759 — 4,768 Total expenses 22,476 392,209 279,468 — 694,153 (Loss) income before income taxes (22,476 ) 43,416 27,148 — 48,088 Equity in earnings of subsidiaries 67,598 — — (67,598 ) — (Benefit from) provision for income taxes (5,752 ) (123 ) 3,089 — (2,786 ) Net income (loss) 50,874 43,539 24,059 (67,598 ) 50,874 Net gain attributable to noncontrolling interests — — (55 ) — (55 ) Net income (loss) attributable to Acadia Healthcare Company, Inc. $ 50,874 $ 43,539 $ 24,004 $ (67,598 ) $ 50,819 Other comprehensive (loss) income: Foreign currency translation gain — — 92,780 — 92,780 Loss on derivative instruments (20,053 ) — — — (20,053 ) Other comprehensive (loss) income (20,053 ) — 92,780 — 72,727 Comprehensive income (loss) $ 30,821 $ 43,539 $ 116,784 $ (67,598 ) $ 123,546 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 Company, Inc. $ 34,773 $ 32,383 $ 14,355 $ (46,553 ) $ 34,958 Other comprehensive (loss) income: Foreign currency translation gain — — 27,046 — 27,046 Loss on derivative instruments (5,868 ) — — — (5,868 ) Other comprehensive (loss) income (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 Cash Flows Three Months Ended March 31, 2018 (In thousands) Parent Combined Combined Consolidating Total Operating activities: Net income (loss) $ 50,874 $ 43,539 $ 24,059 $ (67,598 ) $ 50,874 Adjustments to reconcile net income (loss) to net cash (used in) provided by continuing operating activities: Equity in earnings of subsidiaries (67,598 ) — — 67,598 — Depreciation and amortization — 18,172 21,601 — 39,773 Amortization of debt issuance costs 2,626 — (101 ) — 2,525 Equity-based compensation expense 6,919 — — — 6,919 Deferred income tax (benefit) expense 942 1,104 (149 ) — 1,897 Debt extinguishment costs 940 — — — 940 Other 794 315 (66 ) — 1,043 Change in operating assets and liabilities: Accounts receivable, net — (21,049 ) 2,256 — (18,793 ) Other current assets — (7,980 ) (5,236 ) — (13,216 ) Other assets 4,432 (1,305 ) 37 (4,432 ) (1,268 ) Accounts payable and other accrued liabilities — (11,417 ) 8,049 — (3,368 ) Accrued salaries and benefits — 5,208 (406 ) — 4,802 Other liabilities — 1,204 (695 ) — 509 Net cash (used in) provided by continuing operating activities (71 ) 27,791 49,349 (4,432 ) 72,637 Net cash used in discontinued operating activities — (287 ) — — (287 ) Net cash (used in) provided by operating activities (71 ) 27,504 49,349 (4,432 ) 72,350 Investing activities: Cash paid for capital expenditures — (40,879 ) (29,448 ) — (70,327 ) Cash paid for real estate acquisitions — (4,293 ) — — (4,293 ) Other — (4,799 ) 733 — (4,066 ) Net cash used in investing activities — (49,971 ) (28,715 ) — (78,686 ) Financing activities: Principal payments on long-term debt — (169 ) (4,263 ) 4,432 — Common stock withheld for minimum statutory taxes, net (2,030 ) — — — (2,030 ) Other (1,742 ) (962 ) — — (2,704 ) Cash provided by (used in) intercompany activity 3,843 1,950 (5,793 ) — — Net provided by (used in) in financing activities 71 819 (10,056 ) 4,432 (4,734 ) Effect of exchange rate changes on cash — — 1,588 — 1,588 Net (decrease) increase in cash and cash equivalents — (21,648 ) 12,166 — (9,482 ) Cash and cash equivalents at beginning of the period — 46,860 20,430 — 67,290 Cash and cash equivalents at end of the period $ — $ 25,212 $ 32,596 $ — $ 57,808 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: 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 |