Acadia Healthcare Company, Inc. [ACHC] Filings

10-Q 1 achc-10q_20210930.htm 10-Q achc-10q_20210930.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-35331

Acadia Healthcare Company, Inc.

(Exact name of registrant as specified in its charter)

Delaware

45-2492228

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

6100 Tower Circle, Suite 1000

Franklin, Tennessee 37067

(Address, including zip code, of registrant’s principal executive offices)

(615) 861-6000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒		Accelerated filer	☐ Non-accelerated filer	☐
Smaller reporting company	☐		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $.01 par value	ACHC	NASDAQ Global Select Market

At October 29, 2021, there were 89,935,616 shares of the registrant’s common stock outstanding.

Table of contents

ACADIA HEALTHCARE COMPANY, INC.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Condensed Consolidated Balance Sheets (Unaudited)	1

	Condensed Consolidated Statements of Operations (Unaudited)	2

	Condensed Consolidated Statements of Comprehensive Income (Unaudited)	3

	Condensed Consolidated Statements of Equity (Unaudited)	4

	Condensed Consolidated Statements of Cash Flows (Unaudited)	5

	Notes to Condensed Consolidated Financial Statements (Unaudited)	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35

Item 4.	Controls and Procedures	36

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	37

Item 1A.	Risk Factors	37

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37

Item 6.	Exhibits	38

SIGNATURES		39

Table of contents

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements

Acadia Healthcare Company, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

	September 30, 2021			December 31, 2020
	(In thousands, except share and per share amounts)
ASSETS
Current assets:
Cash and cash equivalents	$	196,313		$	378,697
Accounts receivable, net		282,161			273,551
Other current assets		88,685			61,332
Current assets held for sale		—			1,809,815
Total current assets		567,159			2,523,395
Property and equipment, net		1,665,025			1,622,896
Goodwill		2,103,503			2,105,264
Intangible assets, net		69,366			68,535
Deferred tax assets		3,112			3,209
Operating lease right-of-use assets		103,162			96,937
Other assets		83,400			79,126
Total assets	$	4,594,727		$	6,499,362

LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	15,938		$	153,478
Accounts payable		85,924			87,815
Accrued salaries and benefits		124,164			124,912
Current portion of operating lease liabilities		20,062			18,916
Other accrued liabilities		157,204			178,453
Derivative instrument liabilities		—			84,584
Current liabilities held for sale		—			660,027
Total current liabilities		403,292			1,308,185
Long-term debt		1,413,407			2,968,948
Deferred tax liabilities		73,673			50,017
Operating lease liabilities		89,952			84,029
Other liabilities		117,883			133,412
Total liabilities		2,098,207			4,544,591
Redeemable noncontrolling interests		62,074			55,315
Equity:
Preferred stock, $0.01 par value; 10,000,000 shares authorized, no shares issued		—			—
Common stock, $0.01 par value; 180,000,000 shares authorized; 89,006,713 and 88,024,395 issued and outstanding at September 30, 2021 and December 31, 2020, respectively		890			880
Additional paid-in capital		2,623,585			2,580,327
Accumulated other comprehensive loss		—			(371,365	)
Accumulated deficit		(190,029	)		(310,386	)
Total equity		2,434,446			1,899,456
Total liabilities and equity	$	4,594,727		$	6,499,362

See accompanying notes.

Table of contents

Acadia Healthcare Company, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
	(In thousands, except per share amounts)
Revenue	$	587,559		$	547,961		$	1,720,914		$	1,548,653
Salaries, wages and benefits (including equity-based compensation expense of $8,923, $5,471, $24,988 and $16,258, respectively)		309,118			290,619			922,684			852,864
Professional fees		35,602			29,372			101,915			91,009
Supplies		23,743			21,773			67,698			65,028
Rents and leases		9,658			9,365			28,690			27,975
Other operating expenses		76,502			68,213			222,263			202,540
Other income		—			18,070			—			—
Depreciation and amortization		27,805			24,132			78,349			70,298
Interest expense, net		15,706			37,315			61,420			118,398
Debt extinguishment costs		—			—			24,650			3,271
Loss on impairment		1,079			—			24,293			—
Transaction-related expenses		3,035			3,024			9,320			9,558
Total expenses		502,248			501,883			1,541,282			1,440,941
Income from continuing operations before income taxes		85,311			46,078			179,632			107,712
Provision for income taxes		17,411			9,191			42,948			24,174
Income from continuing operations		67,900			36,887			136,684			83,538
Income (loss) from discontinued operations, net of taxes		—			674			(12,641	)		29,804
Net income		67,900			37,561			124,043			113,342
Net income attributable to noncontrolling interests		(1,774	)		(563	)		(3,686	)		(1,802	)
Net income attributable to Acadia Healthcare Company, Inc.	$	66,126		$	36,998		$	120,357		$	111,540
Basic earnings per share attributable to Acadia Healthcare Company, Inc. stockholders:
Income from continuing operations attributable to Acadia Healthcare Company, Inc.	$	0.74		$	0.41		$	1.50		$	0.93
Income (loss) from discontinued operations		—			0.01			(0.14	)		0.34
Net income attributable to Acadia Healthcare Company, Inc.	$	0.74		$	0.42		$	1.36		$	1.27

Diluted earnings per share attributable to Acadia Healthcare Company, Inc. stockholders:
Income from continuing operations attributable to Acadia Healthcare Company, Inc.	$	0.73		$	0.41		$	1.47		$	0.92
Income (loss) from discontinued operations		—			0.01			(0.14	)		0.34
Net income attributable to Acadia Healthcare Company, Inc.	$	0.73		$	0.42		$	1.33		$	1.26
Weighted-average shares outstanding:
Basic		88,962			87,911			88,684			87,849
Diluted		90,889			88,856			90,604			88,449

See accompanying notes.

Table of contents

Acadia Healthcare Company, Inc.

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
	(In thousands)
Net income	$	67,900		$	37,561		$	124,043		$	113,342
Other comprehensive income (loss):
Foreign currency translation gain (loss)		—			82,332			(4,260	)		(46,851	)
(Loss) gain on derivative instruments, net of tax of $0.0 million, $(8.0) million, $0.1 million and $8.0 million, respectively		—			(21,566	)		19			21,622
U.K. Sale		—			—			375,606			—
Other comprehensive income (loss)		—			60,766			371,365			(25,229	)
Comprehensive income		67,900			98,327			495,408			88,113
Comprehensive income attributable to noncontrolling interests		(1,774	)		(563	)		(3,686	)		(1,802	)
Comprehensive income attributable to Acadia Healthcare Company, Inc.	$	66,126		$	97,764		$	491,722		$	86,311

See accompanying notes.

Table of contents

Acadia Healthcare Company, Inc.

Condensed Consolidated Statements of Equity

(Unaudited)

(In thousands)

	Common Stock				Additional Paid-in			Accumulated Other Comprehensive			Retained Earnings (Accumulated
	Shares		Amount		Capital			(Loss)			Deficit)		Total
Balance at December 31, 2019		87,715	$	877	$	2,557,642		$	(414,884	)	$	361,746	$	2,505,381
Common stock issued under stock incentive plans		127		1		(1	)		—			—		—
Common stock withheld for minimum statutory taxes		—		—		(1,402	)		—			—		(1,402	)
Equity-based compensation expense		—		—		4,979			—			—		4,979
Other comprehensive loss		—		—		—			(78,254	)		—		(78,254	)
Net income attributable to Acadia Healthcare Company, Inc.		—		—		—			—			33,463		33,463
Balance at March 31, 2020		87,842		878		2,561,218			(493,138	)		395,209		2,464,167
Common stock issued under stock incentive plans		56		1		169			—			—		170
Common stock withheld for minimum statutory taxes		—		—		(145	)		—			—		(145	)
Equity-based compensation expense		—		—		5,808			—			—		5,808
Other comprehensive loss		—		—		—			(7,741	)		—		(7,741	)
Net income attributable to Acadia Healthcare Company, Inc.		—		—		—			—			41,079		41,079
Balance at June 30, 2020		87,898		879		2,567,050			(500,879	)		436,288		2,503,338
Common stock issued under stock incentive plans		22		—		180			—			—		180
Common stock withheld for minimum statutory taxes		—		—		(114	)		—			—		(114	)
Equity-based compensation expense		—		—		5,471			—			—		5,471
Other comprehensive income		—		—		—			60,766			—		60,766
Net income attributable to Acadia Healthcare Company, Inc.		—		—		—			—			36,998		36,998
Balance at September 30, 2020		87,920		879		2,572,587			(440,113	)		473,286		2,606,639
Common stock issued under stock incentive plans		104		1		1,676			—			—		1,677
Common stock withheld for minimum statutory taxes		—		—		(182	)		—			—		(182	)
Equity-based compensation expense		—		—		6,246			—			—		6,246
Other comprehensive income		—		—		—			68,748			—		68,748
Net loss attributable to Acadia Healthcare Company, Inc.		—		—

Acadia Healthcare Company, Inc. [ACHC] Filings
10-Q	[2021-10-29]
10-Q	[2021-08-03]
10-Q	[2021-04-30]
10-K	[2021-02-26]
10-Q	[2020-10-30]
10-Q	[2020-08-05]
10-Q	[2020-05-05]
10-K	[2020-02-28]
10-Q	[2019-11-06]
10-Q	[2019-07-31]
10-Q	[2019-05-01]
10-K	[2019-03-01]
10-Q	[2018-11-06]
10-Q	[2018-07-31]
10-Q	[2018-05-03]
10-K	[2018-02-27]
10-Q	[2017-10-25]
10-Q	[2017-07-28]
10-Q	[2017-04-26]
10-K	[2017-02-24]
10-Q	[2016-11-02]
10-Q	[2016-07-29]
10-Q	[2016-04-29]
10-K	[2016-02-26]
10-Q	[2015-11-04]
10-Q	[2015-08-05]
10-Q	[2015-04-29]
10-K	[2015-02-27]
10-Q	[2014-10-30]
10-Q	[2014-07-30]
10-Q	[2014-04-30]
10-K	[2014-02-21]
10-Q	[2013-10-30]
10-Q	[2013-07-31]
10-Q	[2013-05-02]
10-K	[2013-03-01]
10-Q	[2012-11-08]
10-Q	[2012-08-02]
S-1	[2012-04-30]
10-Q	[2012-04-27]
10-K	[2012-03-13]