Notes to Condensed Consolidated Financial Statements
March 31, 2018
(Unaudited)
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, 2018, the Company operated 584 behavioral healthcare facilities with approximately 17,800 beds in 40 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 Companys consolidated financial statements include the accounts of the Company and all
subsidiaries controlled by the Company through its direct or indirect ownership of majority interests and exclusive rights granted to the Company as the controlling member of an entity. All intercompany accounts and transactions have been
eliminated in consolidation.
The accompanying consolidated financial statements have been prepared in accordance with U.S. generally
accepted accounting principles (GAAP) for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for fair presentation of our financial position and results of operations have been included. The Companys 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, 2017 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 Companys consolidated financial statements and notes thereto for the fiscal year ended December 31, 2017 included in the Companys Annual Report
on Form
10-K
filed with the Securities and Exchange Commission (the SEC) on February 27, 2018. The preparation of financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
Certain reclassifications have been made to prior years to conform to the current year presentation.
2.
|
Recently Issued Accounting Standards
|
In August 2017, the Financial Accounting Standards
Board (FASB) issued Accounting Standards Update (ASU)
2017-12,
Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities
(ASU
2017-12).
ASU
2017-12
amends the hedge accounting model to enable entities to better portray the economics of their risk management activities in the
financial statements and simplifies the application of hedge accounting in certain situations. ASU
2017-12
is effective for fiscal years, and interim periods within those years, beginning after
December 15, 2018. Early adoption is permitted. Management is evaluating the impact of ASU
2017-12
on the Companys consolidated financial statements.
In January 2017, the FASB issued ASU
2017-04,
Goodwill and Other (Topic 350): Simplifying the
Test for Goodwill Impairment
(ASU
2017-04).
ASU
2017-04
simplifies the measurement of goodwill by eliminating the requirement to calculate the
implied fair value of goodwill (step 2 of the current impairment test) to measure the goodwill impairment charge. Instead, entities will record impairment charges based on the excess of a reporting units carrying amount over its fair value.
ASU
2017-04
is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company has elected to early adopt ASU
2017-04
on
January 1, 2018, and management does not anticipate a significant impact on the Companys consolidated financial statements.
In
August 2016, the FASB issued ASU
2016-15,
Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments
(ASU
2016-15).
ASU
2016-15
addresses treatment of how certain cash receipts and cash payments are presented and classified in the statement of cash flows to reduce the
diversity in practice. ASU
2016-15
is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The Company adopted ASU
2016-15
on January 1, 2018. There is no significant impact on the Companys consolidated financial statements.
6
In March 2016, the FASB issued ASU
2016-02,
Leases
(ASU
2016-02).
ASU
2016-02s
core principle is to increase transparency and comparability among organizations by recognizing
lease assets and liabilities on the balance sheet and disclosing key information. ASU
2016-02
is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018.
Additionally, ASU
2016-02
would permit both public and nonpublic organizations to adopt the new standard early. Management believes the primary effect of adopting the new standard will be to record
right-of-use
assets and obligations for current operating leases. In March 2018, the FASB approved an alternative transition method to the modified retrospective
approach. The alternative transition method eliminates the requirement to restate prior financial statements and requires the cumulative effect of the retrospective application to be recorded as an adjustment to the opening balance of retained
earnings at the date of adoption. Management is currently evaluating which transition method the Company will adopt on January 1, 2019 and the impact ASU
2016-02
will have on the Companys
consolidated financial statements, internal controls, policies and procedures.
In January 2016, the FASB issued ASU
2016-01,
Financial Instruments-Overall (Subtopic
825-10):
Recognition and Measurement of Financial Assets and Financial Liabilities
(ASU
2016-01).
ASU
2016-01
amends how entities recognize, measure, present and disclose certain financial assets and financial liabilities. It requires entities to measure
equity investments (except for those accounted for under equity method) at fair value and recognize any changes in fair value in net income. ASU
2016-15
is effective for fiscal years, and interim periods
within those years, beginning after December 15, 2017. The Company adopted ASU
2016-01
on January 1, 2018. There is no significant impact on the Companys consolidated financial statements.
In May 2014, the FASB and the International Accounting Standards Board issued ASU
2014-09,
Revenue from Contracts with Customers (Topic 606)
(ASU
2014-09).
ASU
2014-09s
core principle is that a company will recognize
revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU
2014-09
is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The Company adopted ASU
2014-09
on January 1, 2018 as described in Note 3 Revenue.
ASU
2014-09
requires companies to
exercise more judgment and recognize revenue using a five-step process. The Company adopted ASU
2014-09
using the modified retrospective method for all contracts effective January 1, 2018 and is using a
portfolio approach to group contracts with similar characteristics and analyze historical cash collections trends. Modified retrospective adoption requires entities to apply the standard retrospectively to the most current period presented in the
financial statements, requiring the cumulative effect of the retrospective application as an adjustment to the opening balance of retained earnings at the date of initial application. Prior periods have not been adjusted. No cumulative-effect
adjustment in retained earnings was recorded as the adoption of ASU
2014-09
did not significantly impact the Companys reported historical revenue.
As a result of certain changes required by ASU
2014-09,
the majority of the Companys provision
for doubtful accounts are recorded as a direct reduction to revenue instead of being presented as a separate line item on the condensed consolidated statements of income. The adoption of ASU
2014-09
has no
impact on the Companys accounts receivable as it was historically recorded net of allowance for doubtful accounts and contractual adjustments, and the Company has eliminated the presentation of allowance for doubtful accounts on the condensed
consolidated balance sheets. The adoption of ASU
2014-09
did not have a significant impact on the Companys condensed consolidated statements of income. The impact of adopting ASU
2014-09
on our condensed consolidated statements of income for the three months ended March 31, 2018 was as follows:
|
|
|
|
|
|
|
|
|
|
|
As Reported
|
|
|
Prior to Adopting
ASU
2014-09
|
|
Revenue before provision for doubtful accounts
|
|
$
|
742,241
|
|
|
$
|
750,501
|
|
Provision for doubtful accounts
|
|
|
|
|
|
|
(8,260
|
)
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
742,241
|
|
|
$
|
742,241
|
|
|
|
|
|
|
|
|
|
|
The Company evaluated the nature, amount, timing and uncertainty of revenue and cash flows using the five-step
process provided within ASU
2014-09.
Revenue is primarily derived from services rendered to
patients for inpatient psychiatric and substance abuse care, outpatient psychiatric care and adolescent residential treatment. The services provided by the Company have no fixed duration and can be terminated by the patient or the facility at any
time, and therefore, each treatment is its own stand-alone contract.
Services ordered by a healthcare provider in an episode of care are
not separately identifiable and therefore have been combined into a single performance obligation for each contract. The Company recognizes revenue as its performance obligations are completed. The performance obligation is satisfied over time as
the customer simultaneously receives and consumes the benefits of
7
the healthcare services provided. For inpatient services, the Company recognizes revenue equally over the patient stay on a daily basis. For outpatient services, the Company recognizes revenue
equally over the number of treatments provided in a single episode of care. Typically, patients and third-party payors are billed within several days of the service being performed or the patient being discharged, and payments are due based on
contract terms.
As our performance obligations relate to contracts with a duration of one year or less, the Company elected the optional
exemption in ASC
606-10-50-14(a).
Therefore, the Company is not required to disclose the transaction price for the remaining
performance obligations at the end of the reporting period or when the Company expects to recognize the revenue. The Company has minimal unsatisfied performance obligations at the end of the reporting period as our patients typically are under no
obligation to remain admitted in our facilities.
The Company disaggregates revenue from contracts with customers by service type and by
payor within each of the Companys segments.
U.S. Facilities
The Companys facilities in the United States (the U.S. Facilities) and services can generally be classified into the
following categories: acute inpatient psychiatric facilities; specialty treatment facilities; residential treatment centers; and outpatient community-based services.
Acute inpatient psychiatric facilities.
Acute inpatient psychiatric facilities provide a high level of care in order to stabilize
patients that are either a threat to themselves or to others. The acute setting provides
24-hour
observation, daily intervention and monitoring by psychiatrists.
Specialty treatment facilities
. Specialty treatment facilities include residential recovery facilities, eating disorder facilities and
comprehensive treatment centers. The Company provides a comprehensive continuum of care for adults with addictive disorders and
co-occurring
mental disorders. Inpatient, including detoxification and
rehabilitation, partial hospitalization and outpatient treatment programs give patients access to the least restrictive level of care.
Residential treatment centers
. Residential treatment centers treat patients with behavioral disorders in a
non-hospital
setting, including outdoor programs. The facilities balance therapy activities with social, academic and other activities.
Outpatient community-based services
. Outpatient community-based programs are designed to provide therapeutic treatment to children and
adolescents who have a clinically-defined emotional, psychiatric or chemical dependency disorder while enabling the youth to remain at home and within their community.
The table below presents total U.S. revenue attributed to each category (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
2018
|
|
|
2017
|
|
Acute inpatient psychiatric facilities
|
|
$
|
195,891
|
|
|
$
|
184,687
|
|
Specialty treatment facilities
|
|
|
184,535
|
|
|
|
175,197
|
|
Residential treatment centers
|
|
|
71,557
|
|
|
|
69,287
|
|
Outpatient community-based services
|
|
|
10,422
|
|
|
|
11,052
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
462,405
|
|
|
$
|
440,223
|
|
|
|
|
|
|
|
|
|
|
The Company receives payments from the following sources for services rendered in our U.S. Facilities:
(i) state governments under their respective Medicaid and other programs; (ii) commercial insurers; (iii) the federal government under the Medicare program administered by the Centers for Medicare and Medicaid Services
(CMS); and (iv) individual patients and clients. As the period between the time of service and time of payment is typically one year or less, the Company elected the practical expedient under ASC
606-10-32-18
and did not adjust for the effects of a significant financing component.
The Company determines the transaction price based on established billing rates reduced by contractual adjustments provided to third-party
payors, discounts provided to uninsured patients and implicit price concessions. Contractual adjustments and discounts are based on contractual agreements, discount policies and historical experience. Implicit price concessions are based on
historical collection experience. Most of our U.S. Facilities have contracts containing variable consideration. However, it is unlikely a significant reversal of revenue will occur when the uncertainty is resolved, and therefore, the Company has
included the variable consideration in the estimated transaction price. Subsequent changes resulting from a patients ability to pay are recorded as bad debt expense, which is included as a component of other operating expenses in the condensed
consolidating statements of income. Bad debt expense for the three months ended March 31, 2018 was not significant.
8
The Company derives a significant portion of its revenue from Medicare, Medicaid and other payors
that receive discounts from established billing rates. The Medicare and Medicaid regulations and various managed care contracts under which these discounts must be calculated are complex, subject to interpretation and adjustment, and may include
multiple reimbursement mechanisms for different types of services provided in the Companys inpatient facilities and cost settlement provisions. Management estimates the transaction price on a payor-specific basis given its interpretation of
the applicable regulations or contract terms. The services authorized and provided and related reimbursement are often subject to interpretation that could result in payments that differ from the Companys estimates. Additionally, updated
regulations and contract renegotiations occur frequently, necessitating regular review and assessment of the estimation process by management.
Settlements under cost reimbursement agreements with third-party payors are estimated and recorded in the period in which the related services
are rendered and are adjusted in future periods as final settlements are determined. Final determination of amounts earned under the Medicare and Medicaid programs often occurs in subsequent years because of audits by such programs, rights of appeal
and the application of numerous technical provisions. In the opinion of management, adequate provision has been made for any adjustments and final settlements. However, there can be no assurance that any such adjustments and final settlements will
not have a material effect on the Companys financial condition or results of operations. The Companys cost report receivables were $11.8 million and $9.0 million at March 31, 2018 and December 31, 2017, respectively,
and were included in other current assets in the condensed consolidated balance sheets. Management believes that these receivables are properly stated and are not likely to be settled for a significantly different amount. The net adjustments to
estimated cost report settlements were not significant for the three months ended March 31, 2018 and 2017.
Management believes that
we comply in all material respects with applicable laws and regulations and is not aware of any material pending or threatened investigations involving allegations of wrongdoing. Compliance with such laws and regulations can be subject to future
government review and interpretation, as well as significant regulatory action including fines, penalties and exclusion from the Medicare and Medicaid programs.
The Company provides care without charge to patients who are financially unable to pay for the healthcare services they receive based on
Company policies and federal and state poverty thresholds. Such amounts determined to qualify as charity care are not reported as revenue. The cost of providing charity care services were $2.0 million and $1.9 million for the three months
ended March 31, 2018 and 2017, respectively. The estimated cost of charity care services was determined using a ratio of cost to gross charges determined from our most recently filed Medicare cost reports and applying that ratio to the gross
charges associated with providing charity care for the period.
The following table presents revenue generated by each payor type (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
2018
|
|
|
2017
|
|
Commercial
|
|
$
|
137,619
|
|
|
$
|
139,455
|
|
Medicare
|
|
|
67,271
|
|
|
|
67,840
|
|
Medicaid
|
|
|
213,279
|
|
|
|
190,834
|
|
Self-Pay
|
|
|
36,907
|
|
|
|
43,682
|
|
Other
|
|
|
7,329
|
|
|
|
8,553
|
|
|
|
|
|
|
|
|
|
|
Revenue before provision for doubtful accounts
|
|
|
462,405
|
|
|
|
450,364
|
|
Provision for doubtful accounts
|
|
|
|
|
|
|
(10,141
|
)
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
462,405
|
|
|
$
|
440,223
|
|
|
|
|
|
|
|
|
|
|
U.K. Facilities
The Companys facilities located in the United Kingdom (the U.K. Facilities) and services can generally be classified into the
following categories: healthcare facilities, education and childrens services, adult care facilities and elderly care facilities.
Healthcare facilities
. Healthcare facilities provide psychiatric treatment and nursing for sufferers of mental disorders, including for
patients whose risk of harm to others and risk of escape from hospitals cannot be managed safely within other mental health settings. In order to manage the risks involved with treating patients, the facility is managed through the application of a
range of security measures depending on the level of dependency and risk exhibited by the patient.
Education and childrens
services.
Education and childrens services provide specialist education for children and young people with special educational needs, including autism, Aspergers Syndrome, social, emotional and mental health, and specific learning
difficulties, such as dyslexia. The division also offers standalone childrens homes for children that require
52-week
residential care to support complex and challenging behavior and fostering services.
9
Adult care facilities
. Adult care focuses on care of individuals with a variety of
learning difficulties, mental health illnesses and adult autism spectrum disorders. It also includes long-term, short-term and respite nursing care to high-dependency elderly individuals who are physically frail or suffering from dementia. Care is
provided in a number of settings, including in residential care homes and through supported living.
The table below presents total U.K.
revenue attributed to each category (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
2018
|
|
|
2017
|
|
Healthcare facilities
|
|
$
|
154,800
|
|
|
$
|
132,098
|
|
Education and Childrens Services
|
|
|
49,333
|
|
|
|
39,697
|
|
Adult Care facilities
|
|
|
75,703
|
|
|
|
67,176
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
279,836
|
|
|
$
|
238,971
|
|
|
|
|
|
|
|
|
|
|
The Company receives payments from approximately 500 public funded sources in the U.K. (including the National
Health Service (NHS), Clinical Commissioning Groups (CCGs) and local authorities in England, Scotland and Wales) and individual patients and clients. The Company determines the transaction price based on established billing
rates by payor and is reduced by implicit price concessions. Implicit price concessions are insignificant in our U.K. Facilities. There is no significant variable consideration in our U.K. Facilities contracts. As the period between the time
of service and time of payment is typically one year or less, the Company elected the practical expedient under ASC
606-10-32-18
and did not adjust for the effects of a significant financing component.
The following table presents revenue generated by each payor
type (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
2018
|
|
|
2017
|
|
U.K. public funded sources
|
|
$
|
253,294
|
|
|
$
|
215,465
|
|
Self-Pay
|
|
|
25,068
|
|
|
|
22,201
|
|
Other
|
|
|
1,474
|
|
|
|
1,311
|
|
|
|
|
|
|
|
|
|
|
Revenue before provision for doubtful accounts
|
|
|
279,836
|
|
|
|
238,977
|
|
Provision for doubtful accounts
|
|
|
|
|
|
|
(6
|
)
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
279,836
|
|
|
$
|
238,971
|
|
|
|
|
|
|
|
|
|
|
The Companys contract liabilities primarily consist of unearned revenue in our U.K. Facilities. A
summary of the activity in unearned revenue in the U.K. Facilities is as follows (in thousands):
|
|
|
|
|
Balance at December 31, 2017
|
|
$
|
30,812
|
|
Payments received
|
|
|
45,349
|
|
Revenue recognized
|
|
|
(38,908
|
)
|
Foreign currency translation gain
|
|
|
1,155
|
|
|
|
|
|
|
Balance at March 31, 2018
|
|
$
|
38,408
|
|
|
|
|
|
|
10
The following table sets forth the computation of basic and diluted
earnings per share for the three months ended March 31, 2018 and 2017 (in thousands, except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
|
|
2018
|
|
|
2017
|
|
Numerator:
|
|
|
|
|
|
|
|
|
Net income attributable to Acadia Healthcare Company, Inc.
|
|
$
|
50,819
|
|
|
$
|
34,958
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding for basic earnings per share
|
|
|
87,121
|
|
|
|
86,762
|
|
Effect of dilutive instruments
|
|
|
173
|
|
|
|
146
|
|
|
|
|
|
|
|
|
|
|
Shares used in computing diluted earnings per common share
|
|
|
87,294
|
|
|
|
86,908
|
|
|
|
|
|
|
|
|
|
|
Earnings per share attributable to Acadia Healthcare Company, Inc. stockholders:
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.58
|
|
|
$
|
0.40
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$
|
0.58
|
|
|
$
|
0.40
|
|
|
|
|
|
|
|
|
|
|
Approximately 2.0 million and 1.2 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, 2018 and 2017, respectively, because their effect would have been anti-dilutive.
5.
|
Other Intangible Assets
|
Other identifiable intangible assets and related accumulated
amortization consisted of the following at March 31, 2018 and December 31, 2017 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Carrying Amount
|
|
|
Accumulated Amortization
|
|
|
|
March 31,
2018
|
|
|
December 31,
2017
|
|
|
March 31,
2018
|
|
|
December 31,
2017
|
|
Intangible assets subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contract intangible assets
|
|
$
|
2,100
|
|
|
$
|
2,100
|
|
|
$
|
(2,100
|
)
|
|
$
|
(2,100
|
)
|
Non-compete
agreements
|
|
|
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
|
|
|
12,798
|
|
|
|
12,266
|
|
|
|
|
|
|
|
|
|
Trade names
|
|
|
61,413
|
|
|
|
60,586
|
|
|
|
|
|
|
|
|
|
Certificates of need
|
|
|
16,825
|
|
|
|
14,496
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
91,036
|
|
|
|
87,348
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
94,283
|
|
|
$
|
90,595
|
|
|
$
|
(3,247
|
)
|
|
$
|
(3,247
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All the Companys defined-lived intangible assets are fully amortized. The Companys licenses and
accreditations, trade names and certificate of need intangible assets have indefinite lives and are, therefore, not subject to amortization.
11
6.
|
Property and Equipment
|
Property and equipment consists of the following at
March 31, 2018 and December 31, 2017 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
March 31, 2018
|
|
|
December 31, 2017
|
|
Land
|
|
$
|
466,913
|
|
|
$
|
450,342
|
|
Building and improvements
|
|
|
2,475,543
|
|
|
|
2,370,918
|
|
Equipment
|
|
|
440,189
|
|
|
|
400,596
|
|
Construction in progress
|
|
|
165,720
|
|
|
|
173,693
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,548,365
|
|
|
|
3,395,549
|
|
Less accumulated depreciation
|
|
|
(396,836
|
)
|
|
|
(347,419
|
)
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
$
|
3,151,529
|
|
|
$
|
3,048,130
|
|
|
|
|
|
|
|
|
|
|
Long-term debt consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
March 31, 2018
|
|
|
December 31, 2017
|
|
Amended and Restated Senior Credit Facility:
|
|
|
|
|
|
|
|
|
Senior Secured Term A Loans
|
|
$
|
380,000
|
|
|
$
|
380,000
|
|
Senior Secured Term B Loans
|
|
|
1,398,400
|
|
|
|
1,398,400
|
|
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
|
|
|
21,920
|
|
|
|
21,920
|
|
Less: unamortized debt issuance costs, discount and premium
|
|
|
(48,402
|
)
|
|
|
(50,432
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
3,241,918
|
|
|
|
3,239,888
|
|
Less: current portion
|
|
|
(33,830
|
)
|
|
|
(34,830
|
)
|
|
|
|
|
|
|
|
|
|
Long-term debt
|
|
$
|
3,208,088
|
|
|
$
|
3,205,058
|
|
|
|
|
|
|
|
|
|
|
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 Companys prior filings with the SEC.
On May 10, 2017, the Company entered into a Third Repricing Amendment (the Third Repricing Amendment) to the Amended and
Restated Credit Agreement. The Third Repricing Amendment reduced the Applicable Rate with respect to the Term Loan B facility Tranche
B-1
(the Tranche
B-1
Facility) and the Term Loan B facility Tranche
B-2
(the Tranche
B-2
Facility) from 3.00% to 2.75% in the case of Eurodollar Rate loans and from 2.00%
to 1.75% in the case of Base Rate Loans. In connection with the Third Repricing Amendment, the Company recorded a debt extinguishment charge of $0.8 million, including the discount and
write-off
of
deferred financing costs, which was recorded in debt extinguishment costs in the condensed consolidated statements of income.
On
March 22, 2018, the Company entered into a Second Repricing Facilities Amendment (the Second Repricing Facilities Amendment) to the Amended and Restated Credit Agreement. The Second Repricing Facilities Amendment (i) replaced
the Tranche
B-1
Facility and the Tranche
B-2
Facility with a new Term Loan B facility Tranche
B-3
(the Tranche
B-3
Facility) and a new Term Loan B facility Tranche
B-4
(the Tranche
B-4
Facility), respectively, and
(ii) reduced the Applicable Rate from 2.75% to 2.50% in the case of Eurodollar Rate loans and reduced the Applicable Rate from 1.75% to 1.50% in the case of Base Rate Loans.
On March 29, 2018, the Company entered into a Third Repricing Facilities Amendment to the Amended and Restated Credit Agreement (the
Third Repricing Facilities Amendment, and together with the Second Repricing Facilities Amendment, the Repricing Facilities Amendments). The Third Repricing Facilities Amendment replaced the existing revolving credit facility
and Term Loan A facility (TLA Facility) with a new revolving credit facility and TLA Facility, respectively. The Companys line of
12
credit on its revolving credit facility remains at $500.0 million and the Third Repricing Facility Amendment reduced the size of the TLA Facility from $400.0 million to
$380.0 million to reflect the then current outstanding principal. The Third Repricing Facilities Amendment reduced the Applicable Rate by 25 basis points for the revolving credit facility and the TLA Facility by amending the definition of
Applicable Rate.
In connection with the Repricing Facilities Amendments, the Company recorded a debt extinguishment charge of
$0.9 million, including the discount and
write-off
of deferred financing costs, which was recorded in debt extinguishment costs in the condensed consolidated statements of income.
The Company had $495.8 million of availability under the revolving line of credit and had standby letters of credit outstanding of
$4.2 million related to security for the payment of claims required by its workers compensation insurance program at March 31, 2018. 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 $4.8 million for June 30, 2018 to December 31, 2019, $7.1 million for March 31, 2020 to
December 31, 2020, and $9.5 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
Tranche
B-3
Facility in equal quarterly installments of $1.2 million on the last business day of each March, June, September and December, with the outstanding principal balance of the Tranche
B-3
Facility due on February 11, 2022. The Company is required to repay the Tranche
B-4
Facility in equal quarterly installments of approximately $2.3 million on the
last business day of each March, June, September and December, with the outstanding principal balance of the Tranche
B-4
Facility due on February 16, 2023. On December 29, 2017, the Company made an
additional payment of $22.5 million, including $7.7 million on the Tranche
B-1
Facility and $14.8 million on the Tranche
B-2
Facility. On April 17,
2018, the Company made an additional payment of $15.0 million, including $5.1 million on the Tranche
B-3
Facility and $9.9 million on the Tranche
B-4
Facility.
Borrowings under the Amended and Restated Senior Credit Facility are guaranteed by each of the Companys 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 Companys revolving credit
facility (collectively, Pro Rata Facilities) under the Amended and Restated Credit Agreement bear interest at a rate tied to Acadias 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 2.50%
for Eurodollar Rate Loans (as defined in the Amended and Restated Credit Agreement) and 1.50% for Base Rate Loans (as defined in the Amended and Restated Credit Agreement) at March 31, 2018. 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
1.00%. At March 31, 2018, the Pro Rata Facilities bore interest at a rate of LIBOR plus 2.50%. 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. At March 31, 2018, 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.
13
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 Companys 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 Companys assets; and (vii) create liens on assets.
The Senior Notes issued by the
Company are guaranteed by each of the Companys subsidiaries that guarantee the Companys 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. At March 31, 2018 and December 31, 2017, $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.
8.
|
Equity-Based Compensation
|
Equity Incentive Plans
The Company issues stock-based awards, including stock options, restricted stock and restricted stock units, to certain officers, employees and
non-employee
directors under the Acadia Healthcare Company, Inc. Incentive Compensation Plan (the Equity Incentive Plan). At March 31, 2018, a maximum of 8,200,000 shares of the Companys
common stock were authorized for issuance as stock options, restricted stock and restricted stock units or other share-based compensation under the Equity Incentive Plan, of which 3,236,556 were available for future grant. Stock options may be
granted for terms of up to ten years. The Company recognizes expense on all share-based awards on a straight-line basis over the requisite service period of the entire award. Grants to employees generally vest in annual increments of 25% each year,
commencing one year after the date of grant. The exercise prices of stock options are equal to the most recent closing price of the Companys common stock on the date of grant.
The Company recognized $6.9 million and $7.4 million in equity-based compensation expense for the three months ended March 31,
2018 and 2017, respectively. At March 31, 2018, there was $62.5 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.
14
At March 31, 2018, there were no warrants outstanding. The Company recognized a deferred
income tax benefit of $1.9 million and $2.9 million for the three months ended March 31, 2018 and 2017, respectively, related to equity-based compensation expense.
Stock Options
Stock option
activity during 2017 and 2018 was as follows (aggregate intrinsic value in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number
of
Options
|
|
|
Weighted
Average
Exercise Price
|
|
|
Weighted
Average
Remaining
Contractual
Term (in years)
|
|
|
Aggregate
Intrinsic
Value
|
|
Options outstanding at January 1, 2017
|
|
|
1,000,946
|
|
|
$
|
49.42
|
|
|
|
7.80
|
|
|
$
|
8,166
|
|
Options granted
|
|
|
259,300
|
|
|
|
42.25
|
|
|
|
9.30
|
|
|
|
205
|
|
Options exercised
|
|
|
(87,367
|
)
|
|
|
25.92
|
|
|
|
N/A
|
|
|
|
1,636
|
|
Options cancelled
|
|
|
(198,313
|
)
|
|
|
54.71
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding at December 31, 2017
|
|
|
974,566
|
|
|
|
47.89
|
|
|
|
7.46
|
|
|
|
3,802
|
|
Options granted
|
|
|
323,500
|
|
|
|
37.46
|
|
|
|
7.86
|
|
|
|
112
|
|
Options exercised
|
|
|
(4,689
|
)
|
|
|
20.60
|
|
|
|
N/A
|
|
|
|
97
|
|
Options cancelled
|
|
|
(36,475
|
)
|
|
|
51.41
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding at March 31, 2018
|
|
|
1,256,902
|
|
|
$
|
45.17
|
|
|
|
7.60
|
|
|
$
|
2,730
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable at December 31, 2017
|
|
|
405,634
|
|
|
$
|
41.20
|
|
|
|
6.05
|
|
|
$
|
3,549
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable at March 31, 2018
|
|
|
538,884
|
|
|
$
|
44.41
|
|
|
|
6.27
|
|
|
$
|
2,485
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair values are 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, 2018 and year ended December 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
March 31, 2018
|
|
|
December 31, 2017
|
|
Weighted average grant-date fair value of options
|
|
$
|
13.66
|
|
|
$
|
14.39
|
|
Risk-free interest rate
|
|
|
2.2
|
%
|
|
|
2.0
|
%
|
Expected volatility
|
|
|
37
|
%
|
|
|
33
|
%
|
Expected life (in years)
|
|
|
5.1
|
|
|
|
5.5
|
|
The Companys estimate of expected volatility for stock options is based upon the volatility of our stock
price over the expected life of the award. 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.
15
Other Stock-Based Awards
Restricted stock activity during 2017 and 2018 was as follows:
|
|
|
|
|
|
|
|
|
|
|
Number of
Shares
|
|
|
Weighted
Average
Grant-Date
Fair Value
|
|
Unvested at January 1, 2017
|
|
|
844,419
|
|
|
$
|
55.76
|
|
Granted
|
|
|
404,224
|
|
|
|
42.38
|
|
Cancelled
|
|
|
(145,981
|
)
|
|
|
55.03
|
|
Vested
|
|
|
(292,794
|
)
|
|
|
53.07
|
|
|
|
|
|
|
|
|
|
|
Unvested at December 31, 2017
|
|
|
809,868
|
|
|
$
|
50.19
|
|
Granted
|
|
|
370,162
|
|
|
|
36.67
|
|
Cancelled
|
|
|
(30,177
|
)
|
|
|
50.52
|
|
Vested
|
|
|
(197,992
|
)
|
|
|
53.66
|
|
|
|
|
|
|
|
|
|
|
Unvested at March 31, 2018
|
|
|
951,861
|
|
|
$
|
44.20
|
|
|
|
|
|
|
|
|
|
|
Restricted stock unit activity during 2017 and 2018 was as follows:
|
|
|
|
|
|
|
|
|
|
|
Number of
Units
|
|
|
Weighted
Average
Grant-Date
Fair Value
|
|
Unvested at January 1, 2017
|
|
|
273,599
|
|
|
$
|
59.68
|
|
Granted
|
|
|
219,840
|
|
|
|
43.23
|
|
Cancelled
|
|
|
|
|
|
|
|
|
Vested
|
|
|
(132,530
|
)
|
|
|
58.67
|
|
|
|
|
|
|
|
|
|
|
Unvested at December 31, 2017
|
|
|
360,909
|
|
|
$
|
50.04
|
|
Granted
|
|
|
285,358
|
|
|
|
42.26
|
|
Cancelled
|
|
|
(89,713
|
)
|
|
|
55.44
|
|
Vested
|
|
|
(72,983
|
)
|
|
|
49.64
|
|
|
|
|
|
|
|
|
|
|
Unvested at March 31, 2018
|
|
|
484,111
|
|
|
$
|
44.52
|
|
|
|
|
|
|
|
|
|
|
Restricted stock awards are time-based vesting awards that vest over a period of three or four years and are
subject to continuing service of the employee or
non-employee
director over the ratable vesting periods. The fair values of the restricted stock awards were determined based on the closing price of the
Companys common stock on the trading date immediately prior to the grant date.
Restricted stock units are granted to employees and
are subject to Company performance compared to
pre-established
targets and, in the case of the 2018 awards, Company performance compared to peers. In addition to Company performance, these performance-based
restricted stock units are subject to the continuing service of the employee during the
two-
or three-year period covered by the awards. The performance condition for the restricted stock units is based on the
Companys achievement of annually established targets for diluted earnings per share. Additionally, the number of shares issuable pursuant to restricted stock units granted during 2018 is subject to adjustment based on the
Companys three-year annualized total stockholder return relative to a peer group consisting of S&P 1500 companies within the Healthcare Providers & Services 6 digit GICS industry group and selected other companies deemed to be
peers. The number of shares issuable at the end of the applicable vesting period of restricted stock units ranges from 0% to 200% of the targeted units based on the Companys actual performance compared to the targets and, for 2018
awards, performance compared to peers.
The fair values of restricted stock units were determined based on the closing price of the
Companys common stock on the trading date immediately prior to the grant date for units subject to performance conditions, or at its Monte-Carlo simulation value for units subject to market conditions.
16
The (benefit from) provision for income taxes for the three months ended
March 31, 2018 and 2017 reflects effective tax rates of (5.8)% and 28.3%, respectively. The decrease in the effective tax rate for the three months ended March 31, 2018 was primarily attributable to the application of Public Law 115-97,
informally referred to as the Tax Cuts and Jobs Act (the Tax Act) and a discrete benefit of $10.5 million recorded in the three months ended March 31, 2018 related to a change in the Companys provisional amount recorded
at December 31, 2017.
The Company adopted ASU
2016-09,
Improvements to Employee
Share-Based Payment Accounting
on January 1, 2017, which changed how the Company accounts for share-based awards for tax purposes. Income tax effects of share-based awards are recognized in the income statement, instead of through
equity, when the awards vest. These changes resulted in an increase in our income tax provision of $1.5 million and $1.7 million, or an increase in the effective tax rate of 3.1% and 3.6%, for the three months ended March 31, 2018 and
2017, respectively.
U.S. Tax Reform
On December 22, 2017, the Tax Act was enacted into law. The Tax Act provides for significant changes to the U.S. tax code that impact
businesses. Effective January 1, 2018, the Tax Act reduces the U.S. federal tax rate for corporations from 35% to 21%, for U.S. taxable income. The Tax Act requires a
one-time
remeasurement of deferred
taxes to reflect their value at a lower tax rate of 21%. The Tax Act includes other changes, including, but not limited to, requiring a
one-time
transition tax on certain repatriated earnings of foreign
subsidiaries that is payable over eight years, a general elimination of U.S. federal income taxes on dividends from foreign subsidiaries, a new provision designed to tax global intangible
low-taxed
income, a
limitation of the deduction for net operating losses, elimination of net operating loss carrybacks, immediate deductions for depreciation expense for certain qualified property, additional limitations on the deductibility of executive compensation
and limitations on the deductibility of interest.
Accounting Standards Codification (ASC) 740
Income Taxes
(ASC 740) requires the Company to recognize the effect of tax law changes in the period of enactment. However, the SEC staff issued Staff Accounting Bulletin 118 (SAB 118) which will allow the Company to record provisional
amounts during a measurement period similarly to the measurement period used when accounting for business combinations. The Company will continue to assess the impact of the Tax Act on its business and consolidated financial statements.
At March 31, 2018, the Company had not completed its accounting for the tax effects of enactment of the Tax Act; however, in certain
cases, as described below, the Company has made a reasonable estimate of the effects on our existing deferred tax balances. In other cases, the Company has not been able to make a reasonable estimate and continues to account for those items based on
its existing accounting under ASC 740 and the provisions of the tax laws that were in effect immediately prior to enactment of the Tax Act. The Company has recognized a cumulative provisional amount of $19.3 million at March 31, 2018
related to the remeasurement of our deferred tax balance. In addition, the Company has recorded a
one-time
transition tax lability in relation to its foreign subsidiaries of $0.0 million at March 31,
2018. The amount may change when the calculation of post-1986 foreign earnings and profits previously deferred from U.S. federal taxation is finalized.
Provisional Amounts
Deferred Tax Assets and Liabilities
The Company remeasured certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future,
which is generally 21%. As a result of the reduction in the corporate income tax rate, the Company is required to revalue its net deferred tax assets and liabilities to account for the future impact of lower corporate tax rates on this deferred
amount and record any change in the value of such asset or liability as a
one-time
non-cash
charge or benefit on its income statement. However, the Company is still
analyzing certain aspects of the Tax Act, which could potentially affect the measurement of these balances or potentially give rise to new deferred tax amounts. The Company has recognized a cumulative provisional amount of $19.3 million at
March 31, 2018 related to the remeasurement of our deferred tax balance.
U.S. Tax on Foreign Earnings
The
one-time
transition tax is based on total post-1986 earnings and profits that the Company
previously deferred from U.S. income taxes. The Company has made sufficient progress on the earnings and profits analysis for its foreign subsidiaries to reasonably estimate the effects of the
one-time
transition tax and has recorded a provisional amount of $0.0 million at March 31, 2018. This amount may change when the Company finalizes the calculation of post -1986 foreign earnings and profit. As part of our analysis of the Tax Act,
the Company made an adjustment regarding the treatment of foreign dividends of $10.9 million during the three months ended March 31, 2018. The change in the provisional estimate recorded at December 31, 2017 was recognized under the
law that existed prior to December 22, 2017.
17
The Company has estimated the impacts for Global Intangible
Low-Taxed
Income, Foreign-Derived Intangible Income, the Base Erosion and Anti-Abuse Tax and any remaining impacts of the foreign income provisions of the Tax Act. The Company has made sufficient progress to
reasonably estimate the effects of the aforementioned items and has recorded a provisional amount of $0.0 million at March 31, 2018.
The Company entered into foreign currency forward contracts during the
three months ended March 31, 2018 and 2017 in connection with certain transfers of cash between the U.S. and U.K. under the Companys cash management and foreign currency risk management programs. Foreign currency forward contracts
limit the economic risk of changes in the exchange rate between U.S. Dollars (USD) and British Pounds (GBP) associated with cash transfers.
In May 2016, the Company entered into multiple cross currency swap agreements with an aggregate notional amount of $650.0 million to
manage foreign currency risk by effectively converting a portion of its fixed-rate
USD-denominated
senior notes, including the semi-annual interest payments thereunder, to fixed-rate
GBP-denominated
debt of £449.3 million. During the term of the swap agreements, the Company will receive semi-annual interest payments in USD from the counterparties at fixed interest rates, and the
Company will make semi-annual interest payments in GBP to the counterparties at fixed interest rates. The interest payments under the cross-currency swap agreements result in £24.7 million of annual cash flows, from the Companys
U.K. business being converted to $35.8 million (at a 1.45 exchange rate).
The Company has designated the cross currency swap
agreements and forward contracts entered into during 2017 and the three months ended March 31, 2018 as qualifying hedging instruments and is accounting for these as net investment hedges. The fair value of these derivatives of
$15.2 million is recorded as derivative instruments liabilities on the condensed consolidated balance sheets. The gains and losses resulting from fair value adjustments to the cross currency swap agreements are recorded in accumulated other
comprehensive loss as the swaps are effective in hedging the designated risk. Cash flows related to the cross currency swap derivatives are included in operating activities in the condensed consolidated statements of cash flows.
11.
|
Fair Value Measurements
|
The carrying amounts reported for cash and cash equivalents,
accounts receivable, other current assets, accounts payable and other current liabilities approximate fair value because of the short-term maturity of these instruments.
The carrying amounts and fair values of the Companys 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 and derivative instruments at March 31, 2018 and December 31, 2017 were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying Amount
|
|
|
Fair Value
|
|
|
|
March 31,
2018
|
|
|
December 31,
2017
|
|
|
March 31,
2018
|
|
|
December 31,
2017
|
|
Amended and Restated Senior Credit Facility
|
|
$
|
1,750,391
|
|
|
$
|
1,749,185
|
|
|
$
|
1,750,391
|
|
|
$
|
1,749,185
|
|
6.125% Senior Notes due 2021
|
|
$
|
148,234
|
|
|
$
|
148,098
|
|
|
$
|
149,716
|
|
|
$
|
150,134
|
|
5.125% Senior Notes due 2022
|
|
$
|
296,364
|
|
|
$
|
296,174
|
|
|
$
|
296,364
|
|
|
$
|
296,914
|
|
5.625% Senior Notes due 2023
|
|
$
|
642,233
|
|
|
$
|
641,891
|
|
|
$
|
650,261
|
|
|
$
|
651,519
|
|
6.500% Senior Notes due 2024
|
|
$
|
382,507
|
|
|
$
|
382,251
|
|
|
$
|
397,807
|
|
|
$
|
397,541
|
|
9.0% and 9.5% Revenue Bonds
|
|
$
|
22,188
|
|
|
$
|
22,289
|
|
|
$
|
22,188
|
|
|
$
|
22,289
|
|
Derivative instrument (liabilities) assets
|
|
$
|
(15,160
|
)
|
|
$
|
12,997
|
|
|
$
|
(15,160
|
)
|
|
$
|
12,997
|
|
The Companys 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 Companys 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.
18
12.
|
Commitments and Contingencies
|
Professional and General Liability
A portion of the Companys professional liability risks is insured through a wholly-owned insurance subsidiary. The Companys
wholly-owned insurance subsidiary insures the Company for professional liability losses up to $78.0 million in the aggregate. The insurance subsidiary has obtained reinsurance with unrelated commercial insurers for professional liability risks
of $75.0 million in excess of a retention level of $3.0 million.
Legal Proceedings
The Company is, from time to time, subject to various claims, governmental investigations and regulatory actions, including claims for damages
for personal injuries, medical malpractice, overpayments, breach of contract, securities law violations, 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 addition, healthcare companies are subject to numerous investigations by various governmental agencies. Under the federal False Claims Act, private parties have the right to bring
qui tam,
or whistleblower, suits against companies that submit false claims for payments to, or improperly retain overpayments from, the government. Some states have adopted similar state whistleblower and false claims provisions. Certain of
our individual facilities have received, and from time to time, other facilities may receive, government inquiries from, and may be subject to investigation by, federal and state agencies. 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 Companys business, financial condition or results of operations.
13.
|
Noncontrolling Interests
|
Noncontrolling interests in the consolidated financial
statements represents the portion of equity held by noncontrolling partners in
non-wholly
owned subsidiaries the Company controls. At March 31, 2018, certain of these
non-wholly
owned subsidiaries operated three facilities. The Company owns between 60% and 75% of the equity interests in the entity that owns each facility, and noncontrolling partners own the remaining equity
interests. The initial value of the noncontrolling interests is based on the fair value of contributions, and the Company consolidates the operations of each facility based on its equity ownership and its control of the entity. The noncontrolling
interests are reflected as redeemable noncontrolling interests on the accompanying condensed consolidated balance sheets based on put rights that could require the Company to purchase the noncontrolling interests upon the occurrence of a change in
control.
The components of redeemable noncontrolling interests are as follows (in thousands):
|
|
|
|
|
Balance at December 31, 2017
|
|
$
|
22,417
|
|
Acquisition of redeemable noncontrolling interests
|
|
|
2,186
|
|
Net income attributable to noncontrolling interests
|
|
|
55
|
|
|
|
|
|
|
Balance at March 31, 2018
|
|
$
|
24,658
|
|
|
|
|
|
|
Other current assets consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
March 31,
2018
|
|
|
December 31,
2017
|
|
Other receivables
|
|
$
|
32,867
|
|
|
$
|
30,455
|
|
Prepaid expenses
|
|
|
28,930
|
|
|
|
27,320
|
|
Insurance receivable-current portion
|
|
|
17,588
|
|
|
|
17,588
|
|
Income taxes receivable
|
|
|
24,405
|
|
|
|
15,056
|
|
Workers compensation deposits current portion
|
|
|
10,000
|
|
|
|
10,000
|
|
Inventory
|
|
|
4,772
|
|
|
|
4,787
|
|
Other
|
|
|
2,375
|
|
|
|
2,129
|
|
|
|
|
|
|
|
|
|
|
Other current assets
|
|
$
|
120,937
|
|
|
$
|
107,335
|
|
|
|
|
|
|
|
|
|
|
19
15.
|
Other Accrued Liabilities
|
Other accrued liabilities consisted of the following (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
March 31,
2018
|
|
|
December 31,
2017
|
|
Unearned income
|
|
$
|
38,956
|
|
|
$
|
31,342
|
|
Accrued expenses
|
|
|
35,955
|
|
|
|
37,268
|
|
Insurance liability current portion
|
|
|
22,788
|
|
|
|
22,788
|
|
Accrued interest
|
|
|
12,257
|
|
|
|
36,370
|
|
Income taxes payable
|
|
|
4,439
|
|
|
|
1,012
|
|
Accrued property taxes
|
|
|
3,666
|
|
|
|
3,945
|
|
Other
|
|
|
10,412
|
|
|
|
8,488
|
|
|
|
|
|
|
|
|
|
|
Other accrued liabilities
|
|
$
|
128,473
|
|
|
$
|
141,213
|
|
|
|
|
|
|
|
|
|
|
The Company operates in one line of business, which is operating
acute inpatient psychiatric facilities, specialty treatment facilities, residential treatment centers and facilities providing outpatient behavioral healthcare services. As management reviews the operating results of its facilities in the U.S. and
its facilities in the U.K. separately to assess performance and make decisions, the Companys operating segments include our U.S. Facilities and U.K. Facilities. At March 31, 2018, the U.S. Facilities included 212 behavioral healthcare
facilities with approximately 9,000 beds in 40 states and Puerto Rico, and the U.K. Facilities included 372 behavioral healthcare facilities with approximately 8,800 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,
|
|
|
|
2018
|
|
|
2017
|
|
Revenue:
|
|
|
|
|
|
|
|
|
U.S. Facilities
|
|
$
|
462,405
|
|
|
$
|
440,223
|
|
U.K. Facilities
|
|
|
279,836
|
|
|
|
238,971
|
|
Corporate and Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
742,241
|
|
|
$
|
679,194
|
|
|
|
|
|
|
|
|
|
|
Segment EBITDA (1):
|
|
|
|
|
|
|
|
|
U.S. Facilities
|
|
$
|
117,124
|
|
|
$
|
112,145
|
|
U.K. Facilities
|
|
|
51,152
|
|
|
|
44,186
|
|
Corporate and Other
|
|
|
(22,545
|
)
|
|
|
(19,962
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
145,731
|
|
|
$
|
136,369
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
2018
|
|
|
2017
|
|
Segment EBITDA (1)
|
|
$
|
145,731
|
|
|
$
|
136,369
|
|
Plus (less):
|
|
|
|
|
|
|
|
|
Equity-based compensation expense
|
|
|
(6,919
|
)
|
|
|
(7,396
|
)
|
Transaction-related expenses
|
|
|
(4,768
|
)
|
|
|
(4,119
|
)
|
Debt extinguishment costs
|
|
|
(940
|
)
|
|
|
|
|
Interest expense, net
|
|
|
(45,243
|
)
|
|
|
(42,757
|
)
|
Depreciation and amortization
|
|
|
(39,773
|
)
|
|
|
(33,613
|
)
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
$
|
48,088
|
|
|
$
|
48,484
|
|
|
|
|
|
|
|
|
|
|
20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Facilities
|
|
|
U.K. Facilities
|
|
|
Corporate
and Other
|
|
|
Consolidated
|
|
Goodwill:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2018
|
|
$
|
2,042,592
|
|
|
$
|
708,582
|
|
|
$
|
|
|
|
$
|
2,751,174
|
|
Foreign currency translation gain
|
|
|
|
|
|
|
27,465
|
|
|
|
|
|
|
|
27,465
|
|
Prior year purchase price adjustments
|
|
|
|
|
|
|
762
|
|
|
|
|
|
|
|
762
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2018
|
|
$
|
2,042,592
|
|
|
$
|
736,809
|
|
|
$
|
|
|
|
$
|
2,779,401
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2018
|
|
|
December 31, 2017
|
|
Assets (2):
|
|
|
|
|
|
|
|
|
U.S. Facilities
|
|
$
|
3,635,834
|
|
|
$
|
3,567,126
|
|
U.K. Facilities
|
|
|
2,765,246
|
|
|
|
2,647,150
|
|
Corporate and Other
|
|
|
183,649
|
|
|
|
210,226
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
6,584,729
|
|
|
$
|
6,424,502
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Segment EBITDA is defined as income before provision for income taxes, equity-based compensation expense, transaction-related expenses, debt extinguishment costs, interest expense and depreciation and amortization. The
Company uses Segment EBITDA as an analytical indicator to measure the performance of the Companys 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 $1.2 billion, U.K. Facilities of $1.9 billion and corporate and other of $49.1 million at March 31, 2018. Assets include property and
equipment for the U.S. Facilities of $1.2 billion, U.K. Facilities of $1.8 billion and corporate and other of $49.2 million at December 31, 2017.
|
17.
|
Accumulated Other Comprehensive Loss
|
The components of accumulated other comprehensive
loss are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign Currency
Translation
Adjustments
|
|
|
Change in Fair
Value of
Derivative
Instruments
|
|
|
Pension Plan
|
|
|
Total
|
|
Balance at December 31, 2017
|
|
$
|
(376,740
|
)
|
|
$
|
7,167
|
|
|
$
|
(4,545
|
)
|
|
$
|
(374,118
|
)
|
Foreign currency translation gain
|
|
|
92,954
|
|
|
|
|
|
|
|
(174
|
)
|
|
|
92,780
|
|
Loss on derivative instruments, net of tax of $(7.3) million
|
|
|
|
|
|
|
(20,053
|
)
|
|
|
|
|
|
|
(20,053
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2018
|
|
$
|
(283,786
|
)
|
|
$
|
(12,886
|
)
|
|
$
|
(4,719
|
)
|
|
$
|
(301,391
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21
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 Companys
subsidiaries that guarantee the Companys 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
subsidiaries and eliminations.
Acadia Healthcare Company, Inc.
Condensed Consolidating Balance Sheets
March 31, 2018
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
|
Combined
Subsidiary
Guarantors
|
|
|
Combined
Non-
Guarantors
|
|
|
Consolidating
Adjustments
|
|
|
Total
Consolidated
Amounts
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22
Acadia Healthcare Company, Inc.
Condensed Consolidating Balance Sheets
December 31, 2017
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
|
Combined
Subsidiary
Guarantors
|
|
|
Combined
Non-
Guarantors
|
|
|
Consolidating
Adjustments
|
|
|
Total
Consolidated
Amounts
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23
Acadia Healthcare Company, Inc.
Condensed Consolidating Statement of Comprehensive Income (Loss)
Three Months Ended March 31, 2018
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
|
Combined
Subsidiary
Guarantors
|
|
|
Combined
Non-
Guarantors
|
|
|
Consolidating
Adjustments
|
|
|
Total
Consolidated
Amounts
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24
Acadia Healthcare Company, Inc.
Condensed Consolidating Statement of Comprehensive Income (Loss)
Three Months Ended March 31, 2017
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
|
Combined
Subsidiary
Guarantors
|
|
|
Combined
Non-
Guarantors
|
|
|
Consolidating
Adjustments
|
|
|
Total
Consolidated
Amounts
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25
Acadia Healthcare Company, Inc.
Condensed Consolidating Statement of Cash Flows
Three Months Ended March 31, 2018
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
|
Combined
Subsidiary
Guarantors
|
|
|
Combined
Non-
Guarantors
|
|
|
Consolidating
Adjustments
|
|
|
Total
Consolidated
Amounts
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26
Acadia Healthcare Company, Inc.
Condensed Consolidating Statement of Cash Flows
Three Months Ended March 31, 2017
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
|
Combined
Subsidiary
Guarantors
|
|
|
Combined
Non-
Guarantors
|
|
|
Consolidating
Adjustments
|
|
|
Total
Consolidated
Amounts
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27