Financial Information for the Company and Its Subsidiaries

12 Months Ended

Dec. 31, 2019

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Financial Information for the Company and Its Subsidiaries

21. 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 December 31, 2019 and 2018, and for the years ended December 31, 2019, 2018 and 2017. The information segregates the parent company (Acadia Healthcare Company, Inc.), the combined wholly-owned subsidiary guarantors, the combined non-guarantor subsidiaries and eliminations.

Acadia Healthcare Company, Inc.

Condensed Consolidating Balance Sheets

December 31, 2019

(In thousands)

	Parent		Combined Subsidiary Guarantors		Combined Non- Guarantors		Consolidating Adjustments			Total Consolidated Amounts
Current assets:
Cash and cash equivalents	$	—	$	98,943	$	25,249	$	—		$	124,192
Accounts receivable, net		—		266,864		72,911		—			339,775
Other current assets		—		61,508		16,736		—			78,244
Total current assets		—		427,315		114,896		—			542,211
Property and equipment, net		—		1,313,830		1,910,204		—			3,224,034
Goodwill		—		1,992,344		456,787		—			2,449,131
Intangible assets, net		—		58,291		32,066		—			90,357
Deferred tax assets – noncurrent		1,403		—		3,339		(1,403	)		3,339
Operating lease right-of-use assets		—		97,396		404,441		—			501,837
Investment in subsidiaries		5,521,340		—		—		(5,521,340	)		—
Other assets		233,975		48,949		13,127		(227,818	)		68,233
Total assets	$	5,756,718	$	3,938,125	$	2,934,860	$	(5,750,561	)	$	6,879,142
Current liabilities:
Current portion of long-term debt	$	43,679	$	—	$	—	$	—		$	43,679
Accounts payable		—		87,165		39,880		—			127,045
Accrued salaries and benefits		—		89,483		33,069		—			122,552
Current portion of operating lease liabilities		—		17,967		11,173		—			29,140
Other accrued liabilities		33,323		22,672		85,165		—			141,160
Total current liabilities		77,002		217,287		169,287		—			463,576
Long-term debt		3,105,420		—		227,818		(227,818	)		3,105,420
Deferred tax liabilities – noncurrent		—		21,858		51,405		(1,403	)		71,860
Operating lease liabilities		—		85,365		416,887		—			502,252
Derivative instrument liabilities		68,915		—		—		—			68,915
Other liabilities		—		110,445		18,142		—			128,587
Total liabilities		3,251,337		434,955		883,539		(229,221	)		4,340,610
Redeemable noncontrolling interests		—		—		33,151		—			33,151
Total equity		2,505,381		3,503,170		2,018,170		(5,521,340	)		2,505,381
Total liabilities and equity	$	5,756,718	$	3,938,125	$	2,934,860	$	(5,750,561	)	$	6,879,142

Acadia Healthcare Company, Inc.

Condensed Consolidating Balance Sheets

December 31, 2018

(In thousands)

	Parent		Combined Subsidiary Guarantors		Combined Non- Guarantors		Consolidating Adjustments			Total Consolidated Amounts
Current assets:
Cash and cash equivalents	$	—	$	32,471	$	18,039	$	—		$	50,510
Accounts receivable, net		—		248,218		69,869		—			318,087
Other current assets		—		60,160		21,660		—			81,820
Total current assets		—		340,849		109,568		—			450,417
Property and equipment, net		—		1,219,803		1,887,963		—			3,107,766
Goodwill		—		1,936,057		460,355		—			2,396,412
Intangible assets, net		—		56,611		32,379		—			88,990
Deferred tax assets – noncurrent		1,841		—		3,468		(1,841	)		3,468
Derivative instruments		60,524		—		—		—			60,524
Investment in subsidiaries		5,190,771		—		—		(5,190,771	)		—
Other assets		306,495		52,824		9,548		(303,940	)		64,927
Total assets	$	5,559,631	$	3,606,144	$	2,503,281	$	(5,496,552	)	$	6,172,504
Current liabilities:
Current portion of long-term debt	$	34,112	$	—	$	—	$	—		$	34,112
Accounts payable		—		79,463		38,277		—			117,740
Accrued salaries and benefits		—		84,150		29,149		—			113,299
Other accrued liabilities		32,837		42,062		76,327		—			151,226
Total current liabilities		66,949		205,675		143,753		—			416,377
Long-term debt		3,159,375		—		303,940		(303,940	)		3,159,375
Deferred tax liabilities – noncurrent		—		31,874		50,339		(1,841	)		80,372
Other liabilities		—		107,866		46,401		—			154,267
Total liabilities		3,226,324		345,415		544,433		(305,781	)		3,810,391
Redeemable noncontrolling interests		—		—		28,806		—			28,806
Total equity		2,333,307		3,260,729		1,930,042		(5,190,771	)		2,333,307
Total liabilities and equity	$	5,559,631	$	3,606,144	$	2,503,281	$	(5,496,552	)	$	6,172,504

Acadia Healthcare Company, Inc.

Condensed Consolidating Statement of Comprehensive Income (Loss)

Year Ended December 31, 2019

(In thousands)

	Parent			Combined Subsidiary Guarantors		Combined Non- Guarantors			Consolidating Adjustments			Total Consolidated Amounts
Revenue	$	—		$	1,882,518	$	1,224,944		$	—			3,107,462
Salaries, wages and benefits		17,307			1,018,267		681,606			—			1,717,180
Professional fees		—			107,115		133,868			—			240,983
Supplies		—			80,137		42,924			—			123,061
Rents and leases		—			34,443		47,786			—			82,229
Other operating expenses		—			243,478		131,955			—			375,433
Depreciation and amortization		—			81,105		82,939			—			164,044
Interest expense, net		76,138			92,538		18,418			—			187,094
Loss on impairment		—			27,217		27,169			—			54,386
Transaction-related expenses		—			21,156		5,908			—			27,064
Total expenses		93,445			1,705,456		1,172,573			—			2,971,474
Income (loss) before income taxes		(93,445	)		177,062		52,371			—			135,988
Equity in earnings of subsidiaries		174,216			—		—			(174,216	)		—
(Benefit from) provision for income taxes		(29,351	)		52,903		2,314			—			25,866
Net income (loss)		110,122			124,159		50,057			(174,216	)		110,122
Net income attributable to noncontrolling interests		—			—		(1,199	)		—			(1,199	)
Net income (loss) attributable to Acadia Healthcare Company, Inc.	$	110,122		$	124,159	$	48,858		$	(174,216	)	$	108,923
Other comprehensive income:
Foreign currency translation loss		—			—		69,811			—			69,811
Gain on derivative instruments		(19,008	)		—		—			—			(19,008	)
Pension liability adjustment, net		—			—		(3,310	)		—			(3,310	)
Other comprehensive income (loss)		(19,008	)		—		66,501			—			47,493
Comprehensive income (loss) attributable to Acadia Healthcare Company, Inc.	$	91,114		$	124,159	$	115,359		$	(174,216	)	$	156,416

Acadia Healthcare Company, Inc.

Condensed Consolidating Statement of Comprehensive Income (Loss)

Year Ended December 31, 2018

(In thousands)

	Parent			Combined Subsidiary Guarantors		Combined Non- Guarantors			Consolidating Adjustments		Total Consolidated Amounts
Revenue	$	—		$	1,788,757	$	1,223,685		$	—		3,012,442
Salaries, wages and benefits		22,001			965,419		671,928			—		1,659,348
Professional fees		—			98,441		128,984			—		227,425
Supplies		—			76,526		42,788			—		119,314
Rents and leases		—			33,101		47,181			—		80,282
Other operating expenses		—			225,446		129,052			—		354,498
Depreciation and amortization		—			74,341		84,491			—		158,832
Interest expense, net		65,588			92,983		26,839			—		185,410
Debt extinguishment costs		940			—		875			—		1,815
Legal settlements expense		—			22,076		—			—		22,076
Loss on impairment		—			—		337,889			—		337,889
Transaction-related expenses		—			29,720		4,787			—		34,507
Total expenses		88,529			1,618,053		1,474,814			—		3,181,396
(Loss) income before income taxes		(88,529	)		170,704		(251,129	)		—		(168,954	)
Equity in earnings of subsidiaries		(98,669	)		—		—			98,669		—
(Benefit from) provision for income taxes		(11,712	)		19,045		(801	)		—		6,532
Net (loss) income		(175,486	)		151,659		(250,328	)		98,669		(175,486	)
Net income attributable to noncontrolling interests		—			—		(264	)		—		(264	)
Net (loss) income attributable to Acadia Healthcare Company, Inc.	$	(175,486	)	$	151,659	$	(250,592	)	$	98,669	$	(175,750	)
Other comprehensive income:
Foreign currency translation loss		—			—		(127,521	)		—		(127,521	)
Gain on derivative instruments		36,799			—		—			—		36,799
Pension liability adjustment, net		—			—		2,463			—		2,463
Other comprehensive income (loss)		36,799			—		(125,058	)		—		(88,259	)
Comprehensive (loss) income attributable to Acadia Healthcare Company, Inc.	$	(138,687	)	$	151,659	$	(375,650	)	$	98,669	$	(264,009	)

Acadia Healthcare Company, Inc.

Condensed Consolidating Statement of Comprehensive Income (Loss)

Year Ended December 31, 2017

(In thousands)

	Parent			Combined Subsidiary Guarantors			Combined Non- Guarantors			Consolidating Adjustments			Total Consolidated Amounts
Revenue before provision for doubtful accounts	$	—		$	1,746,656		$	1,130,578		$	—		$	2,877,234
Provision for doubtful accounts		—			(35,636	)		(5,282	)		—			(40,918	)
Revenue		—			1,711,020			1,125,296			—			2,836,316
Salaries, wages and benefits		23,467			902,180			610,513			—			1,536,160
Professional fees		—			93,991			102,232			—			196,223
Supplies		—			75,248			39,191			—			114,439
Rents and leases		—			33,365			43,410			—			76,775
Other operating expenses		—			217,900			113,927			—			331,827
Depreciation and amortization		—			66,482			76,528			—			143,010
Interest expense, net		61,872			81,274			32,861			—			176,007
Debt extinguishment costs		810			—			—			—			810
Transaction-related expenses		—			11,236			13,031			—			24,267
Total expenses		86,149			1,481,676			1,031,693			—			2,599,518
(Loss) income before income taxes		(86,149	)		229,344			93,603			—			236,798
Equity in earnings of subsidiaries		259,282			—			—			(259,282	)		—
(Benefit from) provision for income taxes		(26,456	)		69,882			(6,217	)		—			37,209
Net income (loss)		199,589			159,462			99,820			(259,282	)		199,589
Net loss attributable to noncontrolling interests		—			—			246			—			246
Net income (loss) attributable to Acadia Healthcare Company, Inc.	$	199,589		$	159,462		$	100,066		$	(259,282	)	$	199,835
Other comprehensive income:
Foreign currency translation gain		—			—			206,784			—			206,784
Loss on derivative instruments		(33,431	)		—			—			—			(33,431	)
Pension liability adjustment, net		—			—			2,099			—			2,099
Other comprehensive (loss) income		(33,431	)		—			208,883			—			175,452
Comprehensive income (loss) attributable to Acadia Healthcare Company, Inc.	$	166,158		$	159,462		$	308,949		$	(259,282	)	$	375,287

Acadia Healthcare Company, Inc.

Condensed Consolidating Statement of Cash Flows

Year Ended December 31, 2019

(In thousands)

	Parent			Combined Subsidiary Guarantors			Combined Non- Guarantors			Consolidating Adjustments			Total Consolidated Amounts
Operating activities:
Net (loss) income	$	110,122		$	124,159		$	50,057		$	(174,216	)	$	110,122
Adjustments to reconcile net (loss) income to net cash (used in) provided by continuing operating activities:
Equity in earnings of subsidiaries		(174,216	)		—			—			174,216			—
Depreciation and amortization		—			81,105			82,939			—			164,044
Amortization of debt issuance costs		11,987			—			—			—			11,987
Equity-based compensation expense		17,307			—			—			—			17,307
Deferred income taxes		441			86			1,253			—			1,780
Loss on impairment		—			27,217			27,169			—			54,386
Other		1,814			2,100			121			—			4,035
Change in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable, net		—			(13,380	)		(5,680	)		—			(19,060	)
Other current assets		—			776			(2,120	)		—			(1,344	)
Other assets		3,929			(2,501	)		2,428			(3,929	)		(73	)
Accounts payable and other accrued liabilities		—			(5,391	)		(15,963	)		—			(21,354	)
Accrued salaries and benefits		—			4,283			3,537			—			7,820
Other liabilities		—			15,110			(11,856	)		—			3,254
Net cash (used in) provided by continuing operating activities		(28,616	)		233,564			131,885			(3,929	)		332,904
Net cash used in discontinued operating activities		—			—			—			—			—
Net cash (used in) provided by operating activities		(28,616	)		233,564			131,885			(3,929	)		332,904
Investing activities:
Cash paid for acquisitions, net of cash acquired		—			(45,677	)		—			—			(45,677	)
Cash paid for capital expenditures		—			(188,161	)		(96,521	)		—			(284,682	)
Cash paid for real estate acquisitions		—			(7,618	)		—			—			(7,618	)
Settlement of foreign currency derivatives		105,008			—			—			—			105,008
Proceeds from sale of property and equipment		—			11,765			6,311			—			18,076
Other		—			13,752			—			—			13,752
Net cash used in investing activities		105,008			(215,939	)		(90,210	)		—			(201,141	)
Financing activities:
Borrowings on revolving credit facility		76,573			—			—			—			76,573
Principal payments on revolving credit facility		(76,573	)		—			—			—			(76,573	)
Principal payments on long-term debt		(52,984	)		—			(3,929	)		3,929			(52,984	)
Common stock withheld for minimum statutory taxes, net		(1,649	)		—			—			—			(1,649	)
Distributions to noncontrolling interests		—			—			(154	)		—			(154	)
Other		(2,375	)		(1,993	)		(2,472	)		—			(6,840	)
Cash provided by (used in) intercompany activity		(19,384	)		50,840			(31,456	)		—			—
Net cash provided by (used in) financing activities		(76,392	)		48,847			(38,011	)		3,929			(61,627	)
Effect of exchange rate changes on cash		—			—			3,546			—			3,546
Net decrease in cash and cash equivalents		—			66,472			7,210			—			73,682
Cash and cash equivalents at beginning of the period		—			32,471			18,039			—			50,510
Cash and cash equivalents at end of the period	$	—		$	98,943		$	25,249		$	—		$	124,192

Acadia Healthcare Company, Inc.

Condensed Consolidating Statement of Cash Flows

Year Ended December 31, 2018

(In thousands)

	Parent			Combined Subsidiary Guarantors			Combined Non- Guarantors			Consolidating Adjustments			Total Consolidated Amounts
Operating activities:
Net (loss) income	$	(175,486	)	$	151,659		$	(250,328	)	$	98,669		$	(175,486	)
Adjustments to reconcile net (loss) income to net cash (used in) provided by continuing operating activities:
Equity in earnings of subsidiaries		98,669			—			—			(98,669	)		—
Depreciation and amortization		—			74,341			84,491			—			158,832
Amortization of debt issuance costs		10,825			—			(369	)		—			10,456
Equity-based compensation expense		22,001			—			—			—			22,001
Deferred income taxes		529			(8,795	)		(1,448	)		—			(9,714	)
Debt extinguishment costs		940			—			875			—			1,815
Legal settlements expense		—			22,076			—			—			22,076
Loss on impairment		—			—			337,889			—			337,889
Other		6,981			5,457			(67	)		—			12,371
Change in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable, net		—			(17,328	)		507			—			(16,821	)
Other current assets		—			14,881			(1,017	)		—			13,864
Other assets		4,596			118			2,644			(4,596	)		2,762
Accounts payable and other accrued liabilities		—			15,743			10,311			—			26,054
Accrued salaries and benefits		—			15,094			654			—			15,748
Other liabilities		—			3,014			(8,233	)		—			(5,219	)
Net cash (used in) provided by continuing operating activities		(30,945	)		276,260			175,909			(4,596	)		416,628
Net cash used in discontinued operating activities		—			(2,548	)		—			—			(2,548	)
Net cash (used in) provided by operating activities		(30,945	)		273,712			175,909			(4,596	)		414,080
Investing activities:
Cash paid for capital expenditures		—			(210,023	)		(131,439	)		—			(341,462	)
Cash paid for real estate acquisitions		—			(14,096	)		(4,287	)		—			(18,383	)
Proceeds from sale of property and equipment		—			5,168			3,080			—			8,248
Other		—			(9,367	)		—			—			(9,367	)
Net cash used in investing activities		—			(228,318	)		(132,646	)		—			(360,964	)
Financing activities:
Principal payments on long-term debt		(39,738	)		(169	)		(4,427	)		4,596			(39,738	)
Repayment of long-term debt		—			—			(21,920	)		—			(21,920	)
Common stock withheld for minimum statutory taxes, net		(3,407	)		—			—			—			(3,407	)
Other		(1,742	)		2,094			(2,617	)		—			(2,265	)
Cash provided by (used in) intercompany activity		75,832			(61,708	)		(14,124	)		—			—
Net cash provided by (used in) financing activities		30,945			(59,783	)		(43,088	)		4,596			(67,330	)
Effect of exchange rate changes on cash		—			—			(2,566	)		—			(2,566	)
Net decrease in cash and cash equivalents		—			(14,389	)		(2,391	)		—			(16,780	)
Cash and cash equivalents at beginning of the period		—			46,860			20,430			—			67,290
Cash and cash equivalents at end of the period	$	—		$	32,471		$	18,039		$	—		$	50,510

Acadia Healthcare Company, Inc.

Condensed Consolidating Statement of Cash Flows

Year Ended December 31, 2017

(In thousands)

	Parent			Combined Subsidiary Guarantors			Combined Non- Guarantors			Consolidating Adjustments			Total Consolidated Amounts
Operating activities:
Net income (loss)	$	199,589		$	159,462		$	99,820		$	(259,282	)	$	199,589
Adjustments to reconcile net income (loss) to net cash (used in) provided by continuing operating activities:
Equity in earnings of subsidiaries		(259,282	)		—			—			259,282			—
Depreciation and amortization		—			66,482			76,528			—			143,010
Amortization of debt issuance costs		10,270			—			(415	)		—			9,855
Equity-based compensation expense		23,467			—			—			—			23,467
Deferred income taxes		1,236			28,882			1,254			—			31,372
Debt extinguishment costs		810			—			—			—			810
Other		4,189			2,498			4,725			—			11,412
Change in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable, net		—			(21,791	)		(6,779	)		—			(28,570	)
Other current assets		—			(6,429	)		27,237			—			20,808
Other assets		24,549			(3,277	)		101			(24,549	)		(3,176	)
Accounts payable and other accrued liabilities		—			4,909			(15,022	)		—			(10,113	)
Accrued salaries and benefits		—			(3,974	)		(5,014	)		—			(8,988	)
Other liabilities		—			8,794			3,000			—			11,794
Net cash provided by (used in) continuing operating activities		4,828			235,556			185,435			(24,549	)		401,270
Net cash used in discontinued operating activities		—			(1,693	)		—			—			(1,693	)
Net cash provided by (used in) operating activities		4,828			233,863			185,435			(24,549	)		399,577
Investing activities:
Cash paid for acquisitions, net of cash acquired		—			—			(18,191	)		—			(18,191	)
Cash paid for capital expenditures		—			(161,312	)		(112,865	)		—			(274,177	)
Cash paid for real estate acquisitions		—			(37,047	)		(4,010	)		—			(41,057	)
Proceeds from sale of property and equipment		—			2,415			2,837			—			5,252
Other		—			(10,359	)		2,006			—			(8,353	)
Net cash used in investing activities		—			(206,303	)		(130,223	)		—			(336,526	)
Financing activities:
Principal payments on long-term debt		(57,050	)		(14,250	)		(10,554	)		24,549			(57,305	)
Common stock withheld for minimum statutory taxes, net		(3,455	)		—			—			—			(3,455	)
Other		(539	)		1,225			—			—			686
Cash provided by (used in) intercompany activity		56,216			16,644			(72,860	)		—			—
Net cash (used in) provided by financing activities		(4,828	)		3,619			(83,414	)		24,549			(60,074	)
Effect of exchange rate changes on cash		—			—			7,250			—			7,250
Net increase (decrease) in cash and cash equivalents		—			31,179			(20,952	)		—			10,227
Cash and cash equivalents at beginning of the period		—			15,681			41,382			—			57,063
Cash and cash equivalents at end of the period	$	—		$	46,860		$	20,430		$	—		$	67,290