UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
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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:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
(Address, including zip code, of registrant’s principal executive offices)
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol |
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Name of each exchange on which registered |
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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.
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).
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.
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Accelerated filer |
☐ Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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
At May 4, 2022, there were
ACADIA HEALTHCARE COMPANY, INC.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
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Item 1. |
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1 |
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1 |
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2 |
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Condensed Consolidated Statements of Comprehensive Income (Unaudited) |
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4 |
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5 |
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Notes to Condensed Consolidated Financial Statements (Unaudited) |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
22 |
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Item 3. |
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32 |
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Item 4. |
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32 |
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Item 1. |
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33 |
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Item 1A. |
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Item 2. |
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Item 6. |
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35 |
PART I – FINANCIAL INFORMATION
Item 1. |
Financial Statements |
Acadia Healthcare Company, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
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March 31, 2022 |
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December 31, 2021 |
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(In thousands, except share and per share amounts) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable, net |
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Other current assets |
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Total current assets |
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Property and equipment, net |
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Goodwill |
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Intangible assets, net |
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Deferred tax assets |
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Operating lease right-of-use assets |
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Other assets |
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Total assets |
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$ |
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$ |
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LIABILITIES AND EQUITY |
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Current liabilities: |
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Current portion of long-term debt |
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$ |
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$ |
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Accounts payable |
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Accrued salaries and benefits |
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Current portion of operating lease liabilities |
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Other accrued liabilities |
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Total current liabilities |
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Long-term debt |
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Deferred tax liabilities |
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Operating lease liabilities |
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Other liabilities |
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Total liabilities |
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Redeemable noncontrolling interests |
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Equity: |
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Preferred stock, $ |
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Common stock, $ and December 31, 2021, respectively |
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Additional paid-in capital |
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Accumulated deficit |
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Total equity |
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Total liabilities and equity |
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$ |
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$ |
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See accompanying notes.
1
Acadia Healthcare Company, Inc.
Condensed Consolidated Statements of Income
(Unaudited)
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Three Months Ended March 31, |
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2022 |
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2021 |
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(In thousands, except per share amounts) |
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Revenue |
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$ |
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$ |
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Salaries, wages and benefits (including equity-based compensation expense of $ |
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Professional fees |
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Supplies |
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Rents and leases |
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Other operating expenses |
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Depreciation and amortization |
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Interest expense, net |
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Debt extinguishment costs |
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— |
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Transaction-related expenses |
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Total expenses |
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Income from continuing operations before income taxes |
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Provision for income taxes |
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Income from continuing operations |
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Loss from discontinued operations, net of taxes |
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— |
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( |
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Net income |
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Net income attributable to noncontrolling interests |
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( |
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Net income attributable to Acadia Healthcare Company, Inc. |
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$ |
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$ |
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Basic earnings per share attributable to Acadia Healthcare Company, Inc. stockholders: |
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Income from continuing operations attributable to Acadia Healthcare Company, Inc. |
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$ |
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$ |
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Loss from discontinued operations |
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— |
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( |
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Net income attributable to Acadia Healthcare Company, Inc. |
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$ |
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$ |
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Diluted earnings per share attributable to Acadia Healthcare Company, Inc. stockholders: |
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Income from continuing operations attributable to Acadia Healthcare Company, Inc. |
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$ |
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$ |
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Loss from discontinued operations |
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— |
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( |
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Net income attributable to Acadia Healthcare Company, Inc. |
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$ |
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$ |
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Weighted-average shares outstanding: |
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Basic |
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Diluted |
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See accompanying notes.
2
Acadia Healthcare Company, Inc.
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
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Three Months Ended March 31, |
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2022 |
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2021 |
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(In thousands) |
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Net income |
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$ |
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$ |
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Other comprehensive income: |
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Foreign currency translation loss |
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— |
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Gain on derivative instruments, net of tax of $ |
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— |
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U.K. Sale |
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— |
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Other comprehensive income |
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— |
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Comprehensive income |
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Comprehensive income attributable to noncontrolling interests |
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( |
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( |
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Comprehensive income attributable to Acadia Healthcare Company, Inc. |
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$ |
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$ |
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See accompanying notes.
3
Acadia Healthcare Company, Inc.
Condensed Consolidated Statements of Equity
(Unaudited)
(In thousands)
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Common Stock |
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Additional Paid-in |
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Accumulated Other Comprehensive |
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Accumulated |
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Shares |
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Amount |
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Capital |
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Loss |
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Deficit |
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Total |
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Balance at December 31, 2020 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Common stock issued under stock incentive plans |
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— |
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— |
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Repurchase of shares for payroll tax withholding, net of proceeds from stock option exercises |
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— |
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— |
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( |
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— |
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— |
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( |
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Equity-based compensation expense |
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— |
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— |
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— |
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— |
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Other |
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— |
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— |
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— |
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— |
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Other comprehensive income |
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— |
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— |
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— |
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— |
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Net income attributable to Acadia Healthcare Company, Inc. |
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— |
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— |
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— |
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— |
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Balance at March 31, 2021 |
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— |
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( |
) |
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Common stock issued under stock incentive plans |
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— |
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— |
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Repurchase of shares for payroll tax withholding, net of proceeds from stock option exercises |
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— |
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— |
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( |
) |
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— |
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— |
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( |
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Equity-based compensation expense |
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— |
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— |
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— |
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— |
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Net income attributable to Acadia Healthcare Company, Inc. |
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— |
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— |
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— |
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— |
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Balance at June 30, 2021 |
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— |
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( |
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Common stock issued under stock incentive plans |
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— |
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— |
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Repurchase of shares for payroll tax withholding, net of proceeds from stock option exercises |
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— |
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— |
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( |
) |
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— |
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— |
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( |
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Equity-based compensation expense |
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— |
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— |
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— |
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— |
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Net income attributable to Acadia Healthcare Company, Inc. |
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— |
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— |
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— |
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— |
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Balance at September 30, 2021 |
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— |
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( |
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Common stock issued under stock incentive plans |
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— |
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— |
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— |
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Repurchase of shares for payroll tax withholding, net of proceeds from stock option exercises |
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— |
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— |
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( |
) |
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— |
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— |
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( |
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Equity-based compensation expense |
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— |
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— |
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— |
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— |
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Net income attributable to Acadia Healthcare Company, Inc. |
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— |
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— |
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— |
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— |
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Balance at December 31, 2021 |
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— |
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( |
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Common stock issued under stock incentive plans |
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— |
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— |
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Repurchase of shares for payroll tax withholding, net of proceeds from stock option exercises |
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— |
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— |
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( |
) |
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— |
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— |
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( |
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Equity-based compensation expense |
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— |
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— |
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— |
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— |
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Net income attributable to Acadia Healthcare Company, Inc. |
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— |
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— |
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— |
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— |
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Balance at March 31, 2022 |
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$ |
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$ |
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$ |
— |
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$ |
( |
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$ |
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See accompanying notes.
4
Acadia Healthcare Company, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
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Three Months Ended March 31, |
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2022 |
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2021 |
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(In thousands) |
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Operating activities: |
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Net income |
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$ |
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$ |
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Adjustments to reconcile net income to net cash provided by continuing operating activities: |
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Depreciation and amortization |
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Amortization of debt issuance costs |
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Equity-based compensation expense |
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Deferred income taxes |
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Loss from discontinued operations, net of taxes |
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— |
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Debt extinguishment costs |
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— |
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Other |
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( |
) |
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Change in operating assets and liabilities, net of effect of acquisitions: |
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Accounts receivable, net |
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( |
) |
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( |
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Other current assets |
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( |
) |
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Other assets |
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( |
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( |
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Accounts payable and other accrued liabilities |
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( |
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Accrued salaries and benefits |
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Other liabilities |
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( |
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Government relief funds |
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( |
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— |
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Net cash provided by continuing operating activities |
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Net cash provided by discontinued operating activities |
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— |
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Net cash provided by operating activities |
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Investing activities: |
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Cash paid for capital expenditures |
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( |
) |
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( |
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Proceeds from U.K. Sale |
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— |
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Settlement of foreign currency derivatives |
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— |
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( |
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Proceeds from sale of property and equipment |
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Other |
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( |
) |
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( |
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Net cash (used in) provided by investing activities |
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( |
) |
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Financing activities: |
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Borrowings on long-term debt |
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— |
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Borrowings on revolving credit facility |
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— |
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Principal payments on revolving credit facility |
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( |
) |
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( |
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Principal payments on long-term debt |
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( |
) |
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— |
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Repayment of long-term debt |
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— |
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( |
) |
Payment of debt issuance costs |
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— |
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( |
) |
Repurchase of shares for payroll tax withholding, net of proceeds from stock option exercises |
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( |
) |
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Contributions from noncontrolling partners in joint ventures |
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Distributions to noncontrolling partners in joint ventures |
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( |
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( |
) |
Other |
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( |
) |
Net cash used in financing activities |
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( |
) |
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( |
) |
Effect of exchange rate changes on cash |
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— |
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Net increase (decrease) in cash and cash equivalents |
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|
( |
) |
Cash and cash equivalents at beginning of the period |
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of the period |
|
$ |
|
|
|
$ |
|
|
See accompanying notes.
5
Acadia Healthcare Company, Inc.
Notes to Condensed Consolidated Financial Statements
March 31, 2022
(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.”) and Puerto Rico. At March 31, 2022, the Company operated
On January 19, 2021, the Company completed the sale of its operations in the United Kingdom (“U.K.”) to RemedcoUK Limited, a company organized under the laws of England and Wales and owned by funds managed or advised by Waterland Private Equity Fund VII (the “U.K. Sale”). The U.K. Sale allowed the Company to reduce its indebtedness and focus on the Company’s U.S. operations. As a result of the U.K. Sale, the Company reported, for all periods presented, results of operations and cash flows of the U.K. operations as discontinued operations in the accompanying financial statements. See Note 9 – U.K. Sale.
Basis of Presentation
The business of the Company is conducted through limited liability companies, partnerships and C-corporations. The Company’s consolidated financial statements in