Acadia Healthcare Company, Inc. [ACHC] Filings

10-Q 1 achc-10q_20220930.htm 10-Q achc-10q_20220930.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, 2022

☐	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 principal executive offices)

(615) 861-6000

(Registrant’s telephone number, including area code)

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


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

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 ☒

At November 2, 2022, there were 90,976,713 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 Income (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	22

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34

Item 4.	Controls and Procedures	34

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	35

Item 1A.	Risk Factors	35

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35

Item 6.	Exhibits	36

SIGNATURES		37

Table of contents

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements

Acadia Healthcare Company, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

	September 30, 2022		December 31, 2021
	(In thousands, except share and per share amounts)
ASSETS
Current assets:
Cash and cash equivalents	$	93,419	$	133,813
Accounts receivable, net		315,999		281,332
Other current assets		112,238		79,886
Total current assets		521,656		495,031
Property and equipment, net		1,908,993		1,771,159
Goodwill		2,207,912		2,199,937
Intangible assets, net		75,920		70,145
Deferred tax assets		2,983		3,080
Operating lease right-of-use assets		135,627		133,761
Other assets		90,014		94,965
Total assets	$	4,943,105	$	4,768,078

LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	21,250	$	18,594
Accounts payable		116,045		98,575
Accrued salaries and benefits		109,654		137,845
Current portion of operating lease liabilities		25,770		23,348
Other accrued liabilities		128,294		126,499
Total current liabilities		401,013		404,861
Long-term debt		1,379,306		1,478,626
Deferred tax liabilities		94,446		74,368
Operating lease liabilities		117,473		116,841
Other liabilities		118,923		110,505
Total liabilities		2,111,161		2,185,201
Redeemable noncontrolling interests		88,236		65,388
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; 89,874,643 and 89,028,158 issued and outstanding at September 30, 2022 and December 31, 2021, respectively		899		890
Additional paid-in capital		2,650,545		2,636,350
Retained earnings (accumulated deficit)		92,264		(119,751	)
Total equity		2,743,708		2,517,489
Total liabilities and equity	$	4,943,105	$	4,768,078

See accompanying notes.

Table of contents

Acadia Healthcare Company, Inc.

Condensed Consolidated Statements of Income

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
	(In thousands, except per share amounts)
Revenue	$	666,732		$	587,559		$	1,935,104		$	1,720,914
Salaries, wages and benefits (including equity-based compensation expense of $7,240, $8,923, $21,745 and $24,988, respectively)		352,582			309,118			1,027,732			922,684
Professional fees		40,367			35,602			117,718			101,915
Supplies		25,570			23,743			74,291			67,698
Rents and leases		11,339			9,658			33,780			28,690
Other operating expenses		88,993			76,502			255,355			222,263
Income from provider relief fund		(7,656	)		—			(16,206	)		—
Depreciation and amortization		29,573			27,805			87,627			78,349
Interest expense, net		18,003			15,706			50,355			61,420
Debt extinguishment costs		—			—			—			24,650
Loss on impairment		—			1,079			—			24,293
Transaction-related expenses		10,859			3,035			18,381			9,320
Total expenses		569,630			502,248			1,649,033			1,541,282
Income from continuing operations before income taxes		97,102			85,311			286,071			179,632
Provision for income taxes		24,056			17,411			69,183			42,948
Income from continuing operations		73,046			67,900			216,888			136,684
Loss from discontinued operations, net of taxes		—			—			—			(12,641	)
Net income		73,046			67,900			216,888			124,043
Net income attributable to noncontrolling interests		(1,947	)		(1,774	)		(4,873	)		(3,686	)
Net income attributable to Acadia Healthcare Company, Inc.	$	71,099		$	66,126		$	212,015		$	120,357
Basic earnings per share attributable to Acadia Healthcare Company, Inc. stockholders:
Income from continuing operations attributable to Acadia Healthcare Company, Inc.	$	0.79		$	0.74		$	2.37		$	1.50
Loss from discontinued operations		—			—			—			(0.14	)
Net income attributable to Acadia Healthcare Company, Inc.	$	0.79		$	0.74		$	2.37		$	1.36

Diluted earnings per share attributable to Acadia Healthcare Company, Inc. stockholders:
Income from continuing operations attributable to Acadia Healthcare Company, Inc.	$	0.78		$	0.73		$	2.31		$	1.47
Loss from discontinued operations		—			—			—			(0.14	)
Net income attributable to Acadia Healthcare Company, Inc.	$	0.78		$	0.73		$	2.31		$	1.33
Weighted-average shares outstanding:
Basic		89,833			88,962			89,607			88,684
Diluted		91,723			90,889			91,668			90,604

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,
	2022			2021			2022			2021
	(In thousands)
Net income	$	73,046		$	67,900		$	216,888		$	124,043
Other comprehensive income:
Foreign currency translation loss		—			—			—			(4,260	)
Gain on derivative instruments, net of tax of $0.1 million		—			—			—			19
U.K. Sale		—			—			—			375,606
Other comprehensive income		—			—			—			371,365
Comprehensive income		73,046			67,900			216,888			495,408
Comprehensive income attributable to noncontrolling interests		(1,947	)		(1,774	)		(4,873	)		(3,686	)
Comprehensive income attributable to Acadia Healthcare Company, Inc.	$	71,099		$	66,126		$	212,015		$	491,722

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, 2020		88,024	$	880	$	2,580,327		$	(371,365	)	$	(310,386	)	$	1,899,456
Common stock issued under stock incentive plans		705		7		12,733			—			—			12,740
Repurchase of shares for payroll tax withholding, net of proceeds from stock option exercises		—		—		(4,521	)		—			—			(4,521	)
Equity-based compensation expense		—		—		7,034			—			—			7,034
Other		—		—		2,208			—			—			2,208
Other comprehensive income		—		—		—			371,365			—			371,365
Net income attributable to Acadia Healthcare Company, Inc.		—		—		—			—			9,717			9,717
Balance at March 31, 2021		88,729		887		2,597,781			—			(300,669	)		2,297,999
Common stock issued under stock incentive plans		188		2		5,620			—			—			5,622
Repurchase of shares for payroll tax withholding, net of proceeds from stock option exercises		—		—		(580	)		—			—			(580	)
Equity-based compensation expense		—		—		9,031			—			—			9,031
Net income attributable to Acadia Healthcare Company, Inc.		—		—		—			—			44,514			44,514
Balance at June 30, 2021		88,917		889		2,611,852			—			(256,155	)		2,356,586
Common stock issued under stock incentive plans		89		1		3,254			—			—			3,255
Repurchase of shares for payroll tax withholding, net of proceeds from stock option exercises		—		—		(444	)		—			—			(444	)
Equity-based compensation expense		—		—		8,923			—			—			8,923
Net income attributable to Acadia Healthcare Company, Inc.		—		—		—			—			66,126			66,126
Balance at September 30, 2021		89,006		890		2,623,585			—			(190,029	)		2,434,446
Common stock issued under stock incentive plans		22		—		412			—			—			412
Repurchase of shares for payroll tax withholding, net of proceeds from stock option exercises		—		—		(189	)		—			—			(189	)
Equity-based compensation expense		—		—		12,542			—			—			12,542
Net income attributable to Acadia Healthcare Company, Inc.		—		—		—			—			70,278			70,278
Balance at December 31, 2021		89,028		890		2,636,350			—			(119,751	)		2,517,489
Common stock issued under stock incentive plans		633		7		3,742			—			—			3,749
Repurchase of shares for payroll tax withholding, net of proceeds from stock option exercises		—		—		(15,490	)		—			—			(15,490	)
Equity-based compensation expense		—		—		7,925			—			—			7,925
Net income attributable to Acadia Healthcare Company, Inc.		—		—		—			—			60,837			60,837
Balance at March 31, 2022		89,661		897		2,632,527			—			(58,914	)		2,574,510
Common stock issued under stock incentive plans

Acadia Healthcare Company, Inc. [ACHC] Filings
10-Q	[2022-11-02]
10-Q	[2022-07-28]
10-Q	[2022-05-04]
10-K	[2022-03-01]
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]